Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document Type | S-1/A |
Entity Registrant Name | VELODYNE LIDAR, INC. |
Entity Tax Identification Number | 83-1138508 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 5521 Hellyer Avenue |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95138 |
City Area Code | 669 |
Local Phone Number | 275-2251 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001745317 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Business Contact [Member] | |
Contact Personnel Name | Anand Gopalan |
Entity Address, Address Line One | 5521 Hellyer Avenue |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95138 |
City Area Code | 669 |
Local Phone Number | 275-2251 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||||
Cash and cash equivalents | $ 155,205 | $ 204,648 | $ 60,004 | ||||
Short-term investments | 228,408 | 145,636 | 2,199 | ||||
Accounts receivable, net | 13,469 | 13,979 | 11,863 | ||||
Inventories, net | 20,894 | 18,132 | 14,987 | ||||
Prepaid and other current assets | 12,043 | 22,319 | 12,918 | ||||
Total current assets | 430,019 | 404,714 | 101,971 | ||||
Property, plant and equipment, net | 15,541 | 16,805 | 26,278 | ||||
Goodwill | 1,189 | 1,189 | 1,189 | ||||
Intangible assets, net | 531 | 627 | 982 | ||||
Contract assets | 10,378 | 8,440 | 0 | ||||
Other assets | 19,934 | 937 | 5,755 | ||||
Total assets | 477,592 | 432,712 | 136,175 | ||||
Current liabilities: | |||||||
Accounts payable | 3,815 | 7,721 | 6,923 | ||||
Accrued expense and other current liabilities | 30,187 | 50,349 | 31,160 | ||||
Contract liabilities | 9,388 | 7,323 | $ 7,323 | 18,261 | |||
Total current liabilities | 43,390 | 65,393 | 56,344 | ||||
Long-term tax liabilities | 566 | 569 | 1,360 | ||||
Other long-term liabilities | 41,959 | 25,927 | 2,225 | ||||
Total liabilities | 85,915 | 91,889 | 59,929 | ||||
Commitments and contingencies (Note 15) | |||||||
Stockholders' Equity: | |||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 | 0 | ||||
Common stock, $0.0001 par value; 2,250,000,000 shares authorized; 175,912,194 and 137,911,975 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 19 | 18 | 14 | ||||
Additional paid-in capital | 746,824 | 656,717 | 240,464 | ||||
Accumulated other comprehensive loss | (252) | (230) | (216) | ||||
Accumulated deficit | (354,914) | (315,682) | (164,016) | ||||
Total stockholders' equity | 391,677 | 340,823 | $ 52,880 | 76,246 | $ 93,615 | $ 111,479 | |
Total liabilities and stockholders' equity | $ 477,592 | $ 432,712 | $ 136,175 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 | |
Total cost of revenue | 15,808 | 15,429 | 70,246 | 71,630 | 112,066 | ||||||||
Gross profit | 1,918 | (5,341) | 14,969 | 13,886 | 1,602 | 224 | (1,093) | $ 11,652 | 18,985 | 25,116 | 29,768 | 30,880 | |
Operating expenses: | |||||||||||||
Research and development | 18,378 | 14,527 | 88,080 | 56,850 | 51,993 | ||||||||
Sales and marketing | 7,075 | 5,299 | 31,753 | 21,873 | 22,137 | ||||||||
General and administrative | 17,036 | 10,733 | 65,732 | 20,058 | 12,902 | ||||||||
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 | ||||||||||
Restructuring | 1,046 | $ 984 | 984 | ||||||||||
Total operating expenses | 42,489 | 31,605 | 179,020 | 98,781 | 87,032 | ||||||||
Operating loss | (40,571) | (111,454) | (2,742) | (9,705) | (30,003) | (29,764) | (26,888) | (2,642) | (153,904) | (69,013) | (56,152) | ||
Interest income | 103 | 112 | 152 | 1,146 | 630 | ||||||||
Interest expense | (36) | (6) | (106) | (77) | |||||||||
Other income (expense), net | (17) | (165) | (90) | 35 | (136) | ||||||||
Loss before income taxes | (40,521) | (30,062) | (153,948) | (67,909) | (55,672) | ||||||||
Provision for (benefit from) income taxes | 296 | 14 | 2,562 | 17 | (6,677) | (805) | 70 | 27 | (4,084) | (683) | 6,628 | ||
Net income (loss) | $ (40,817) | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) | ||
Net loss per share: | |||||||||||||
Basic and diluted (in USD per share) | $ (0.22) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) | ||
Weighted-average shares used in computing net loss per share: | |||||||||||||
Basic and diluted (in shares) | 189,222,807 | 137,911,975 | 148,088,589 | 133,942,714 | 129,948,023 | ||||||||
Products | |||||||||||||
Total revenue | $ 10,593 | $ 16,422 | $ 68,355 | $ 81,424 | $ 132,933 | ||||||||
Total cost of revenue | 15,629 | 15,126 | 69,115 | 69,903 | 111,081 | ||||||||
License and services | |||||||||||||
Total revenue | 7,133 | 609 | 27,007 | 19,974 | 10,013 | ||||||||
Total cost of revenue | $ 179 | $ 303 | $ 1,131 | $ 1,727 | $ 985 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||||||||
Net loss | $ (40,817) | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) |
Other comprehensive income (loss), net of tax: | |||||||||||
Changes in unrealized gain on available for sale securities | (11) | 0 | (60) | 17 | 10 | ||||||
Foreign currency translation adjustments | (11) | (2) | 46 | (85) | (128) | ||||||
Total other comprehensive income (loss), net of tax | (22) | (2) | (14) | (68) | (118) | ||||||
Comprehensive income (loss) | $ (40,839) | $ (23,387) | $ (149,878) | $ (67,294) | $ (62,418) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination)As Originally Reported | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination) | Preferred stockSeries B convertible preferred stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries B convertible preferred stock (Pre-Combination)As Originally Reported | Preferred stockSeries B convertible preferred stock (Pre-Combination) | Preferred stockSeries B1 convertible preferred stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries B1 convertible preferred stock (Pre-Combination)As Originally Reported | Preferred stockSeries B1 convertible preferred stock (Pre-Combination) | Pre Combination Common StockRetrospective Application of the Recapitalization | Pre Combination Common StockAs Originally Reported | Pre Combination Common Stock | Common StockRetrospective Application of the Recapitalization | Common StockAs Originally Reported | Common Stock | Additional Paid-In CapitalRetrospective Application of the Recapitalization | Additional Paid-In CapitalAs Originally Reported | Additional Paid-In CapitalRevision Of Prior Period Error Correction Adjustment Member | Additional Paid-In Capital | Accumulated other comprehensive (loss)/incomeRetrospective Application of the Recapitalization | Accumulated other comprehensive (loss)/incomeAs Originally Reported | Accumulated other comprehensive (loss)/income | Accumulated DeficitRetrospective Application of the Recapitalization | Accumulated DeficitAs Originally Reported | Accumulated DeficitRevision Of Prior Period Error Correction Adjustment Member | Accumulated Deficit | Retrospective Application of the Recapitalization | As Originally Reported | Revision Of Prior Period Error Correction Adjustment Member | Total |
Balance at Dec. 31, 2017 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 13,000 | $ 0 | $ 13,000 | $ (9,000) | $ 143,525,000 | $ 143,516,000 | $ (30,000) | $ (30,000) | $ (32,020,000) | $ (32,020,000) | $ 111,479,000 | $ 111,479,000 | ||||||||
Balance (in shares) at Dec. 31, 2017 | (8,772,852) | 8,772,852 | (34,325,728) | 34,325,728 | 128,373,764 | 0 | 128,373,764 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | 46,817,000 | 46,817,000 | ||||||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 4,878,048 | |||||||||||||||||||||||||||||
Repurchase of common stock | (2,659,000) | (2,659,000) | ||||||||||||||||||||||||||||
Repurchase of common stock (in shares ) | (217,885) | |||||||||||||||||||||||||||||
Share-based compensation | 207,000 | 207,000 | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax | (118,000) | (118,000) | ||||||||||||||||||||||||||||
Cumulative effect of changes in accounting policy | 189,000 | 189,000 | ||||||||||||||||||||||||||||
Net loss | (62,300,000) | (62,300,000) | ||||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Net loss | (2,182,000) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | $ 1,000 | 49,789,000 | 49,790,000 | |||||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 4,878,048 | |||||||||||||||||||||||||||||
Share-based compensation | 135,000 | 135,000 | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax | (68,000) | (68,000) | ||||||||||||||||||||||||||||
Net loss | (67,226,000) | (67,226,000) | ||||||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | (10,000) | 240,474,000 | 240,464,000 | $ 0 | (216,000) | (216,000) | $ 0 | (164,016,000) | (164,016,000) | $ 0 | 76,246,000 | 76,246,000 | |||
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Share-based compensation | 21,000 | 21,000 | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax | 0 | (2,000) | (2,000) | |||||||||||||||||||||||||||
Net loss | 0 | (23,385,000) | (23,385,000) | |||||||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14,000 | 240,485,000 | (218,000) | (187,401,000) | 52,880,000 | |||||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | 0 | 137,911,975 | |||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | (10,000) | 240,474,000 | 240,464,000 | 0 | (216,000) | (216,000) | 0 | (164,016,000) | (164,016,000) | 0 | 76,246,000 | 76,246,000 | |||
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | |||||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | $ (10,000) | $ 240,474,000 | 240,464,000 | $ 0 | $ (216,000) | (216,000) | $ 0 | $ (164,016,000) | (164,016,000) | $ 0 | $ 76,246,000 | 76,246,000 | |||
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | 19,919,000 | 19,919,000 | ||||||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 1,951,219 | |||||||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost | $ 3,000 | 222,100,000 | 222,103,000 | |||||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost (in shares) | 29,025,846 | |||||||||||||||||||||||||||||
Repurchase of common stock | (1,802,000) | (1,802,000) | ||||||||||||||||||||||||||||
Repurchase of common stock (in shares ) | (175,744) | |||||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost | $ 1,000 | 82,734,000 | 82,735,000 | |||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost (in shares) | 7,198,898 | |||||||||||||||||||||||||||||
Share-based compensation | 91,500,000 | 91,500,000 | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax | (14,000) | (14,000) | ||||||||||||||||||||||||||||
Net loss | (149,864,000) | (149,864,000) | ||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18,000 | 656,717,000 | (230,000) | (315,682,000) | 340,823,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | |||||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14,000 | 240,485,000 | (218,000) | (187,401,000) | 52,880,000 | |||||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | 0 | 137,911,975 | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Net loss | (9,727,000) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18,000 | 656,717,000 | (230,000) | (315,682,000) | 340,823,000 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Issuance of common stock under employee stock award plans, net of taxes | (37,000) | (37,000) | ||||||||||||||||||||||||||||
Issuance of common stock under employee stock award plans, net of taxes (in shares) | 6,798,504 | |||||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost | $ 1,000 | 80,199,000 | 80,200,000 | |||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost (in shares) | 6,973,882 | |||||||||||||||||||||||||||||
Share-based compensation | 11,530,000 | 11,530,000 | ||||||||||||||||||||||||||||
Other comprehensive income, net of tax | 0 | (22,000) | (22,000) | |||||||||||||||||||||||||||
Net loss | 0 | (40,817,000) | (40,817,000) | |||||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 19,000 | $ (1,585,000) | $ 746,824,000 | $ (252,000) | $ 1,585,000 | $ (354,914,000) | $ 0 | $ 391,677,000 | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | 0 | 189,684,580 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
Net income (loss) | $ (40,817) | $ (23,385) | $ (149,864) | $ (67,226) | $ (62,300) |
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Depreciation and amortization | 2,053 | 2,171 | 8,394 | 7,993 | 6,791 |
Reduction in carrying amount of ROU assets | 787 | 0 | |||
Write-off of deferred IPO costs | 3,548 | 0 | 0 | ||
Stock-based compensation | 11,530 | 21 | 91,500 | 135 | 207 |
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 | ||
Provision for doubtful accounts | 1,682 | 314 | 511 | 110 | 77 |
Deferred income taxes | 4 | (1,941) | 5,845 | ||
Other | 161 | 0 | 137 | (358) | (65) |
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | (1,172) | 191 | (2,627) | 9,573 | 2,446 |
Inventories, net | (2,762) | (154) | 1,619 | (850) | 21,280 |
Prepaid and other current assets | 1,702 | (4,676) | 172 | (3,602) | (1,325) |
Contract assets | (2,438) | 0 | (11,253) | 38 | (38) |
Other assets | (2) | 98 | 53 | 1,080 | (939) |
Accounts payable | (3,856) | 4,591 | 687 | (45) | (4,391) |
Accrued expenses and other liabilities | (3,867) | (6,227) | (6,680) | 13,609 | (2,356) |
Contract liabilities | 1,892 | (6,232) | 2,891 | (1,746) | 4,265 |
Net cash used in operating activities | (35,107) | (33,288) | (68,437) | (43,230) | (30,503) |
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (601) | (829) | (3,277) | (5,225) | (6,886) |
Proceeds from sale of assets held-for-sale | 12,275 | 0 | 0 | ||
Proceeds from sales of short-term investments | 2,000 | 0 | 0 | 8,903 | 7,993 |
Proceeds from maturities of short-term investments | 7,000 | 2,200 | 2,200 | 53,650 | 12,777 |
Purchase of short-term investments | (91,932) | 0 | (145,725) | (28,823) | (35,331) |
Considerations paid for acquisition | 0 | (2,473) | 0 | ||
Proceeds from repayment of stockholder notes | 0 | 3,512 | 0 | ||
Proceeds from cancellation of corporate-owned life insurance policies | 0 | 0 | 2,064 | ||
Net cash provided by (used in) investing activities | (83,533) | 1,371 | (134,527) | 29,544 | (19,383) |
Cash flows from financing activities: | |||||
Proceeds from issuance of preferred stock, net of issuance costs of $81, $210 and $3,342 for 2020, 2019 and 2018, respectively | 19,919 | 49,790 | 46,658 | ||
Proceeds from Business Combination and PIPE offering, net of transaction costs of $4,095 | 247,039 | 0 | 0 | ||
Repurchase of common stock | (1,802) | 0 | (2,500) | ||
Payment of transaction costs related to Business Combination | (20,006) | (25) | |||
Proceeds from warrant exercises, net of transaction costs of $52 | 89,222 | 0 | 73,713 | 0 | 0 |
Tax withholding payment for vested equity awards | (37) | 0 | |||
Cash paid for IPO costs | 0 | (634) | (1,143) | 0 | 0 |
Proceeds from notes payable | 10,000 | 0 | 0 | ||
Net cash provided by financing activities | 69,179 | (659) | 347,726 | 49,790 | 44,158 |
Effect of exchange rate fluctuations on cash and cash equivalents | 18 | (23) | (118) | (4) | (128) |
Net increase in cash and cash equivalents | (49,443) | (32,599) | 144,644 | 36,100 | (5,856) |
Beginning cash and cash equivalents | 204,648 | 60,004 | 60,004 | 23,904 | 29,760 |
Ending cash and cash equivalents | 155,205 | 27,405 | 204,648 | 60,004 | 23,904 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 36 | 6 | 106 | 77 | 14 |
Cash paid for income taxes, net | 333 | 13 | (7,800) | 545 | 2,412 |
Cash paid for operating leases | 1,119 | 0 | |||
Supplemental disclosure of noncash investing and financing activities: | |||||
Changes in accrued purchases of property, plant and equipment | 105 | 103 | 145 | (115) | (417) |
Assets held for sale reclassification | 0 | 4,746 | |||
ROU assets obtained in exchange for new operating lease liabilities | 340 | 0 | |||
Transaction costs included in accrued liabilities | $ 5,000 | $ 592 | $ 25,057 | $ 0 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company (SPAC). On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) with Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, Graf merged into the pre-combination Velodyne, with the pre-combination Velodyne surviving as a wholly-owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Liquidity The Company has funded its operations primarily through the Business Combination, PIPE offering, private placements of the pre-combination Velodyne convertible preferred stock and sales to customers. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $383.6 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Significant Accounting Policies Except for the change in certain policies upon adoption of the accounting standards described below, there have been no material changes to the Company's significant accounting policies, compared to the accounting policies described in Note 1, Description of Business and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report on Form 10-K for fiscal year 2020. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. Leases The Company determines if an arrangement is a lease at inception. The Company evaluates classification of leases at commencement and, as necessary, at modification. As of March 31, 2021, all leases are classified as operating leases except for certain immaterial equipment finance leases. Operating leases, consisting primarily office leases, are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and excludes lease incentives. Variable lease payments not dependent on an index or a rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company's lease terms are the noncancelable period, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments over the lease term. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing where the lease was executed. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company. On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) pursuant to an Agreement and Plan of Merger dated as of July 2, 2020, as amended on August 20, 2020 and clarified in an Acknowledgement Letter dated as of the same day (the Merger Agreement) by and among Graf, VL Merger Sub Inc., a wholly owned subsidiary of Graf, and Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, VL Merger Sub Inc. merged with and into the pre-combination Velodyne, with the pre-combination Velodyne surviving the merger as a wholly owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Principles of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination, issuances of preferred stock and sales to customers. As of December 31, 2020, the Company’s existing sources of liquidity included cash and cash equivalents of $350.3 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Reclassification Certain prior year balance sheet amounts have been reclassified to conform with current year presentation. Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at date of purchase to be cash equivalents. Cash equivalents were $129.4 million and $44.7 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments generally consist of commercial paper and corporate debt securities. Short-term investments were $145.6 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. They are classified as available-for-sale securities and are recognized at fair value. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive loss within the stockholders’ equity. Unrealized gains and losses on the Company’s short-term investments were not significant as of December 31, 2020 and December 31, 2019 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical revenue, and assumptions about future demand and market conditions. The net change in the Company’s inventory reserve was $(0.7) million, $(1.8) million and $1.2 million, respectively, for 2020, 2019 and 2018. The estimated cost of inventories not expected to be used in production within one year is reflected in other assets in the consolidated balance sheets. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the respective assets. Additions, major improvements and betterments are capitalized, and maintenance and repairs are expensed as incurred. Assets are held in asset under construction until placed in service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the assets are as follows: buildings, 15-30 years; building improvements, 7-15 years, leasehold improvements, the lesser of 5 years or the lease term; machinery equipment furniture fixtures vehicles software Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record deprecation expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company’s operating expenses. Business Combinations For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which the Company obtains operating control over the acquired business. The consideration paid is determined on the acquisition date and the acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Assets acquired and liabilities assumed by the Company are recorded at their estimated fair values, while goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, the Company would record an impairment loss equal to the difference. Long-Lived Assets Long-lived assets, such as property, plant and equipment, intangible assets and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, as considered necessary. No impairment loss was recognized for all years presented. Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the consolidated statements of operations. Net foreign exchange gain (loss) recorded in the Company’s consolidated statements of operations was insignificant for all periods presented. Revenue Recognition The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods are transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically 60 days or less. The Company’s license and services revenue consist primarily of product development, validation and repair services, intellectual property (IP) license and royalties revenue. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. For product repair service, revenue is recognized when the repair services are complete and repaired products are shipped to customer. The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Contract liabilities are recorded when license payments received from licensees relating to long-term license contracts for which the Company has future obligations under the license agreements. The Company classifies contract liabilities as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company generally uses the cost plus margin approach to estimate SSP. For patent cross-license arrangements, the Company estimates the SSP of the patents based on historical or forecasted development costs for existing and future patents granted or to be granted to customers. Costs related to products delivered are recognized in the period revenue is recognized. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. The Company also provides service type extended warranties for an additional term ranging up to two Other Policies, Judgments and Practical Expedients Costs to obtain a contract. Right of return. Remaining performance obligations. expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months is recorded in long-term contract liability. Significant financing component. Contract modifications. Judgments and estimates. Research and Development Research and development costs are expensed as incurred. Advertising Advertising costs are expensed as incurred and were $1.4 million, $2.3 million and $1.7 million, respectively, for 2020, 2019 and 2018. Stock-Based Compensation Expense Stock-based compensation consists of expense for stock options, RSAs and RSUs granted to employees and nonemployees based on the stock award’s grant date fair value. The Company uses the fair market value of its common stock to estimate the fair value of its RSAs and RSUs and uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For market-based performance RSUs (PRSUs), the Company uses the Monte Carlo simulation model (a binomial lattice-based valuation model) to determine the fair value. Stock-based compensation expense for stock options and service-condition awards that are expected to vest is recognized on a straight-line basis over the requisite service period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. The Company recognizes forfeitures as they occur. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to outstanding shares of pre-combination Velodyne’s RSUs. As such, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The Company accounted for the modification as an exchange of the original award, that was not expected to vest, for a new award.The fair value of the RSUs were re-measured based on the fair market value of the underlying Velodyne common stock on the modification date. The compensation expenses resulting from the modification are recognized ratably over the remaining requisite service period or recognized immediately to the extent the RSU’s service condition has been satisfied as of the modification date. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of loss or the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No significant liabilities for loss contingencies were accrued as of December 31, 2020 and 2019. Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of revenue in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance as of the beginning of the period $ 4,322 $ 3,531 $ 1,317 Warranty provision 4,316 6,531 5,469 Consumption (2,700) (4,939) (4,055) Changes in provision estimates (3,734) (801) 800 Balance as of the end of the period $ 2,204 $ 4,322 $ 3,531 Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. |
Business Combination and Relate
Business Combination and Related Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Related Transactions | ||
Business Combination and Related Transactions | Note 2. Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with the pre-combination Velodyne's financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company's common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of March 31, 2021, the Company has $5.0 million of accrued transaction costs, consisting primarily of investment banking fees, in accrued expenses on the consolidated balance sheet. | Note 2. Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with the pre-combination Velodyne’s financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company’s common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of December 31, 2020, the Company has $25.1 million of accrued transaction costs, consisting primarily of investment banking fees, in accrued expenses on the consolidated balance sheet. |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Revenue | Note 3. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2023, and thereafter, will make product sales royalty payments through February 2030. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. The Company recorded license revenue of $6.4 million related to these patent cross-license agreements for the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the Company recorded $3.6 million and $3.4 million, respectively, in current deferred revenue, and $13.9 million and $13.7 million, respectively, in long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of March 31, 2021 and December 31, 2020, the Company also recorded $13.7 million and $11.3 million, respectively, of contract assets related to these patent cross-license agreements. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 During the three months ended March 31, 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. | Note 3. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. During 2020, the Company recognized license revenue of $19.7 million related to this agreement, representing 21% of total revenue for 2020. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. As of December 31, 2020, the Company recorded $3.4 million and $13.7 million, respectively, in current and long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of December 31, 2020, the Company also recorded $11.3 million of contract assets related to these patent cross-license agreements. Products revenue for 2020 included a $11.1 million one-time stocking fee from a customer in North America. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 During 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement | ||
Fair Value Measurement | Note 4. Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments represent highly liquid commercial paper and corporate debt securities with maturities greater than 90 days at the date of purchase. Marketable securities with maturities greater than one year are classified as current assets because management considers all marketable securities to be available for current operations. | Note 4. Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment securities with original maturities greater than three months and are included as current assets in the consolidated balance sheets. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components | ||
Balance Sheet Components | Note 5. Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 Other Assets Other assets, non-current, consist of the following (in thousands): March 31, December 31, 2021 2020 Operating lease ROU assets $ 18,993 $ — Other 941 937 Total other assets $ 19,934 $ 937 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 | Note 5. Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 Non-current inventories consist of raw material components forecasted to be used in production later than twelve months from the respective balance sheet dates. The Company believes that these inventories will be utilized for future production plans. Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 In March 2020, the Company reclassified the then carrying value of $4.7 million related to its Morgan Hill properties previously reported as property, plant and equipment to assets held for sale and included as other current assets in its consolidated balance sheets. On July 2, 2020, the Company sold the properties to a third-party buyer for $12.3 million and recorded a gain of $7.5 million in 2020. The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | Note 6. Leases The Company leases real estate, equipment and automobiles in the U.S. and internationally. The Company leases office facilities under non-cancelable operating leases that expire on various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor entity is owned by one of the Company’s former officers. Please see Note 17, Related Party Transactions. The leases do not contain any material residual value guarantees or restrictive covenants. Lease cost, which consisted primarily of operating lease cost, was $1.1 million for the three months ended March 31, 2021. Under ASC 840, the previous lease standard, total rent expense under operating leases during the three months ended March 31, 2020 was $1.1 million. Other information related to leases were as follows (in thousands, except years and percentages): Three Months Ended March 31, 2021 Supplemental cash flow information: Cash paid for operating leases included in operating cash flows $ 1,119 ROU assets obtained in exchange for new operating lease liabilities $ 340 March 31, 2021 Supplemental balance sheet information: Other assets $ 18,993 Total operating ROU assets $ 18,993 Other current liabilities $ 2,956 Other long-term liabilities 16,984 Total lease liabilities $ 19,940 Weighted average remaining lease term (years) 6.48 Weighted average discount rate 6.35 % As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Loss | Note 7. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) During the three months ended March 31, 2021 and March 31, 2020, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. | Note 7. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) During 2020, 2019 and 2018, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Credit Facilities and Notes Payable | ||
Credit Facilities and Notes Payable | Note 8. Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020, December 2020 and March 2021, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and was extended to February 26, 2022. The Company had no outstanding borrowings and was in compliance with the financial covenants associated with the facility as of March 31, 2021. On April 8, 2020, the Company received loan proceeds of $10.0 million under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of March 31, 2021. | Note 8. Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020 and in December 2020, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and the Company intends to extend for one additional year. The Company had no outstanding borrowings and was in compliance with the financial covenants associated with the facility as of December 31, 2020. On April 8, 2020, the Company received loan proceeds of $10.0 million under the CARES Act’s Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP Loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of December 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Stockholders' Equity | Note 9. Stockholders’ Equity Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20 -trading days within a 30 -trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | Note 9. Stockholders’ Equity Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 (Closing Date) Preferred Stock Conversion Ratio Common Stock Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $162.9 million in net proceeds from the exercises of warrants in 2021 as of March 31, 2021. Dividend The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Stock-Based Compensation | Note 10. Stock-Based Compensation 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company's stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units (RSUs) and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The number of shares reserved was 36,738,678 and the remaining shares available for issuance under the 2020 Equity Plan was 18,036,298 as of March 31, 2021. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years , beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The number of shares reserved and available for issuance under the ESPP was 5,293,055 as of March 31, 2021. The Board has approved the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock Incentive Awards As of March 31, 2021, the Company has certain equity incentive awards outstanding, which include stock options, RSAs and RSUs under its 2020 Stock Plan. In the three months ended March 31, 2021, the Company granted RSUs to certain employees and directors pursuant to its 2020 Stock Plan. The RSUs are subject to time-based vesting criteria and vest on a quarterly basis over a four-year period, or 25 percent upon the one-year anniversary date from initial vesting date, with the remainder vesting quarterly over the following three years. A summary of stock option activities is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 A summary of RSA and RSU activities is as follows: Shares Weighted Average RSA: RSAs outstanding as of December 31, 2020 4,183,624 $ 1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $ 1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $ 12.43 Granted 1,372,632 $ 12.58 Released (6,801,635) $ 12.23 Forfeited (533,418) $ 12.23 RSUs outstanding as of March 31, 2021 6,021,215 $ 12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $ 6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $ 6.72 The Company uses primarily the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock-Based Compensation Expense The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 The Company recognizes forfeitures as they occur. As of March 31, 2021, unrecognized compensation cost related to RSUs and stock options was $64.1 million and $0.6 million, respectively, which was expected to be recognized over a weighted average period of 2.5 years and 2.7 years, respectively. | Note 10. Stock-Based Compensation Pre-Combination Velodyne Stock Incentive Plans Prior to the Business Combination, commencing in 2008, the Board of Directors of the pre-combination Velodyne approved the 2007 Incentive Stock Plan (2007 Stock Plan) and the 2016 Stock Plan. The 2007 Stock Plan provided for the granting of stock-based awards in the form of stock options and restricted stock awards to employees. The 2016 Stock Plan provides for the direct award or sale of shares, the grant of stock options and restricted stock units (RSUs) to employees, directors and consultants. As a result of the Business Combination, the stockholders of the Company approved the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Equity Plan). In accordance with the Merger Agreement, the Board approved cancelling and converting all outstanding equity-awards granted under the 2007 Stock Plan and 2016 Stock Plan into equity-based awards under the 2020 Incentive Plan effective upon the consummation of the Business Combination, based on exchange ratios established in the Merger Agreement with the same general terms and conditions corresponding to the original awards. The Company rolled forward all outstanding options, RSAs and RSUs granted under the 2007 Stock Plan and 2016 Stock Plan into same type of equity-based awards under the 2020 Equity Plan effective upon the consummation of the Business Combination. The shares under the 2007 Stock Plan and 2016 Stock Plan have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company’s stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The 2020 Equity Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years, beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The Board has adopted the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. During 2020, there were 187,861 shares of Earnout RSU issued under the 2020 Equity Plan, which are subject to a six-month Stock Options, RSAs and RSUs In December 2015, the Company granted RSAs to two employees under the 2007 Stock Plan. The RSAs are subject to a time-based vesting condition and a liquidity event vesting condition, which is (i) an initial public offering, or (ii) a Company sale event, both of which must be satisfied on or before the 10-year Beginning March 2017, the Company granted options and RSUs to certain employees, directors and consultants pursuant to the 2016 Stock Plan. Options expire in 10 years from the date of grant and typically vest 25 percent upon the one-year 7 7 one-year In May 2020, the Company granted market-based performance RSUs (PRSUs) that contain service, liquidity event condition and market conditions to vest in the underlying common stock. The PRSUs vest upon the three-year anniversary date from initial vesting date and the number of shares that vests is ultimately dependent on the value of the Company’s stock at the vesting date. A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 A summary of RSA and RSU activities under the Company’s equity plans is as follows: Weighted Average Grant Date Shares per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $ 4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $ 19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $ 6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to approximately 11.8 million outstanding shares of pre-combination Velodyne’s RSUs held by approximately 330 current and former employees and directors. As such, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The fair value of the RSUs were re-measured to $12.23 per share, which was based on the fair market value of the underlying Velodyne common stock on the modification date. Stock-Based Compensation Expense Prior to the business combination, no compensation expense had been recognized for the RSAs and RSUs granted under the pre-combination Velodyne’s stock incentive plans because the liquidity event vesting condition was not probable of being met. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to the pre-combination Velodyne’s RSUs. Therefore, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. Total fair value of the modified RSUs was $144.4 million based on the fair market value of the underlying Velodyne common stock on the modification date. The value of the modified RSUs was recognized as compensation expense immediately for the vested RSUs as of the modification date, and from the modification date through the remaining requisite service period for the RSUs expected to vest. On October 30, 2020, the Company recorded approximately $77.5 million of compensation expense that resulted from the RSU modification. No incremental compensation costs were recognized on conversion of the options as the fair value of the options issued were equivalent to the fair value of the outstanding options of the 2016 Stock Plan. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options and uses the Monte Carlo simulation model to determine the fair value of its market-based PRSUs. The Monte Carlo simulation model uses multiple input variables to determine the probability of satisfying the market condition requirements. The fair value of the PRSUs is not subject to change based on future market conditions. The determination of the fair value for stock options and PRSUs requires judgment, including estimating the fair market value of common stock, stock-price volatility, expected term, expected dividends and risk-free interest rates. The expected volatility rates are estimated based on historical volatilities of the Company’s peers’ common stock over a period of time that approximates the expected term of the options. Due to lack of historical data on employees’ option exercises, the Company estimates the expected term of the options using the simplified method, which calculates the expected term equal to the midpoint between the vesting period and the maximum contractual term. Expected dividends are estimated based on the Company’s dividend history as well as the Company’s current projections. The risk-free interest rate for periods approximating the expected terms of the options or the PRSUs is based on the U.S. Treasury yield curve in effect at the time of grant. The following table sets forth the weighted average grant date fair value for options and the assumptions used as inputs for the Black-Scholes option pricing model: Year Ended Weighted average grant date fair value of options $ 2.10 Expected term, in years 5.55 Expected volatility 39.82 % Risk-free interest rate 0.371 % Expected dividend yield — The following table sets forth the weighted average modification date fair value for PRSUs and the assumptions used as inputs for the Monte Carlo simulation model: Year Ended Weighted average modification date fair value of PRSUs $ 6.72 Expected term, in years 2.17 Expected volatility 49.00 % Risk-free interest rate 0.15 % Expected dividend yield 0.00 % The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 The Company recognizes forfeitures as they occur. As of December 31, 2020, unrecognized compensation cost related to RSUs and stock options was $62.9 million and $0.7 million, respectively, which was expected to be recognized over a weighted average period of 2.33 2.93 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | ||
Net Loss Per Share | Note 11. Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of March 31, 2021, there were 18,897,070 warrants exercised and 14,172,780 shares of common stocks issued under warrant exercises. The 5,979,442 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 | Note 11. Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of December 31, 2020, there were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises. The 15,277,974 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Retirement Plan
Retirement Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Retirement Plan | ||
Retirement Plan | Note 12. Retirement Plan The Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax-qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service (IRS). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.2 million and $0.3 million, respectively, for the three months ended March 31, 2021 and March 31, 2020. | Note 12. Retirement Plan The Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax- qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service ("IRS"). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.8 million, $0.9 million and $0.9 million, respectively, for 2020, 2019 and 2018. |
Restructuring
Restructuring | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restructuring | ||
Restructuring | Note 13. Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred primarily related to employee termination costs. The Company incurred restructuring costs of $1.0 million for the three months ended March 31, 2020. The restructuring plan was completed in 2020. | Note 13. Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred to date primarily related to employee termination costs. The following table summarizes the Company’s costs incurred during 2020, estimated additional costs to be incurred and estimated total costs expected to be incurred under the restructuring program as of December 31, 2020 (in thousands): Cost Incurred Cumulative Estimated Total Employee termination benefits $ 984 $ 984 $ — $ 984 The following table summarizes the changes in restructuring liabilities during 2020 (in thousands): Year Ended December 31, 2020 Restructuring liabilities, beginning $ — Provisions and adjustments 984 Cash payments (984) Restructuring liabilities, ending $ — |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Taxes | Note 14. Income Taxes The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended March 31, 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % The quarterly income tax provision reflects an estimate of the corresponding year’s annual effective tax rate and includes, when applicable, adjustments for discrete items. The tax provision for the periods presented primarily relates to income taxes of non-U.S. operations as the U.S. operations were in a loss position and the Company maintains a full valuation allowance against its U.S. deferred tax assets. The Company is subject to income taxes in the United States, China and Germany. The Company’s effective tax rate changed from 22.2% in the three months ended March 31, 2020 to (0.7)% in the three months ended March 31, 2021. This change was primarily due to the $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. Enacted on March 27, 2020, the CARES Act provides emergency assistance and health care response for businesses affected by the coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In May 2020, the Company received a $7.1 million tax refund related to the carryback of a portion of its 2019 net operating losses to 2017. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. | Note 14. Income Taxes Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides emergency assistance and health care response for businesses affected by the 2020 coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In April 2020, we filed a claim to carryback a portion of our 2019 net operating losses to 2017 and received a $7.1 million tax refund in May 2020. The Company recorded a $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % The Company’s effective tax rates differ from the federal statutory rate primarily due to state taxes, research and development credits, valuation allowance, tax impact related to the 2019 CARES Act, and other permanent adjustments. The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) Income taxes are accounted for using an asset-and-liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. If applicable, a valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. Further, the Company establishes liabilities or reduces assets for uncertain tax positions when it believes certain tax positions are not more likely than not of being sustained if challenged. Revaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation, and new audit activity. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, The Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the cumulative historical losses generated by the Company and the projected losses in the future, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a net valuation allowance on its deferred tax assets of $75.6 million and $41.5 million as of December 31, 2020 and December 31, 2019, respectively. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. The Company also has federal and California research and development tax credit carryforwards of $9.5 million and $5.8 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely. The Company also has federal foreign tax credit carryforwards of $3.5 million that will expire beginning in 2029. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company accrued immaterial interest on uncertain tax benefits associated with unrecognized tax benefits, and had immaterial cumulative interest and penalties as of December 31, 2020 and December 31, 2019. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 The unrecognized tax benefits, if recognized, would impact the income tax provision by $0.5 million, $1.3 million, and $1.6 million as of December 31, 2020, 2019 and 2018, respectively. The remaining unrecognized tax benefits would not impact the income tax provision as there would be an offset by the reversal of related deferred tax assets subject to a full valuation allowance. The Company’s major tax jurisdictions are the United States and California and the earliest year open for examination is the 2016 tax year. The Company’s 2017 and 2018 tax years are currently under IRS examination. The Company believes that an adequate provision has been made for any adjustments that may result from the tax examination. Although the timing of the resolution, settlement, and closure of the audit is not certain, the Company does not believe it is reasonably possible that the Company’s unrecognized tax benefits will materially change in the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Employment Matters On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01486-SI. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against the Company, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against the Company, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations, controls and prospects and seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between July 2, 2020 and March 17, 2021. The Company believes that the putative class actions are likely to be consolidated and proceed as a single litigation. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names the Company as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21-cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserts claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. Contingency Assessment The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. As of March 31, 2021, the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | Note 15. Commitments and Contingencies Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor company is owned by one of the Company’s officers. Please see Note 17. Related Party Transactions. The Company also entered into capital leases for purchasing of information technology equipment. As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 Rent expense under operating leases was approximately $4.4 million, $4.3 million and $4.1 million, respectively, for 2020, 2019 and 2018. Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year . The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non- infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to Amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Hesai and RoboSense Litigation On August 13, 2019, the Company filed separate complaints against Hesai Photonics Technology Co., Ltd. (Hesai) (5:19-cv-4742-EJD) and Suteng Innovation Technology Co., Ltd. (RoboSense) (5:19-cv-4746-EJD), in the United States District Court for the Northern District of California. These complaints allege infringement of the ‘558 patent by Hesai and RoboSense, respectively. In both cases, the Company sought, among other relief, a permanent injunction and to be determined monetary damages adequate to compensate us for the alleged infringement. Both cases were stayed pending resolution of the ITC investigation (No. 337-TA-1173). On July 8, 2020, Velodyne filed a Notice of Dismissal with Prejudice of the Hesai case (5:19-cv-4742-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. The Hesai case is now terminated. On September 30, 2020, the Company filed a Notice of Dismissal with Prejudice of the RoboSense case (5:19-cv-4746-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. The RoboSense case is now terminated. On August 15, 2019, the Company also filed a patent infringement complaint with the United States International Trade Commission (ITC) against Hesai and RoboSense. The complaint filed with the ITC alleges violations of Section 337 of the Tariff Act of 1930, as amended, by both Hesai and RoboSense and requests that the ITC investigate Hesai and RoboSense for unlawfully importing and selling products that infringe upon the ‘558 patent. On August 28, 2019, the Company filed a supplement with the ITC. The Company is asking the ITC to issue permanent limited exclusion orders and permanent cease and desist orders against Hesai and RoboSense to stop the importation and sale of the following products in the United States: (a) rotating 3-D lidar devices; (b) components thereof; and (c) sensing systems containing the same. On September 11, 2019, the Company received notice that the ITC instituted an investigation of Hesai and RoboSense (No. 337-TA-1173). On July 8, 2020, Velodyne and Hesai jointly moved to terminate the ITC investigation with respect to Hesai pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. On July 13, 2020, the ALJ issued Order No. 33, granting the joint motion. Order No. 33 is an Initial Determination that terminates Hesai from the Investigation. On August 4, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to Hesai. As a result, the case against Hesai is now terminated. On September 30, 2020, Velodyne and RoboSense filed a Joint Motion for and Memorandum in Support of Termination of the Investigation based on the Litigation Settlement and Patent Cross License Agreement discussed further below. On October 1, 2020, the ALJ issued Order No. 48 granting the joint motion. Order No. 48 is an Initial Determination that terminates RoboSense from the Investigation. On October 15, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to RoboSense. As a result, the case against RoboSense is now terminated. On November 8, 2019, Velodyne Lidar, Inc., Velodyne Europe GmbH, Gotting KG, and IFTAS GmbH were sued by Hesai for alleged patent infringement before the District Court of Frankfurt, Germany (Docket No. 2-6 O 461/19). Hesai sought money damages and an injunction. On July 8, 2020, Hesai withdrew the case pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. This case is now terminated. On April 30, 2020, Hesai filed four cases in the Shanghai Intellectual Property Court against the Company, Beijing Velodyne Laser Technology Co., Ltd (Velodyne Beijing), and Shanghai Keming Instrument Co., Ltd (Keming) (collectively, Defendants). The cases were docketed by the court on May 6, 2020. Hesai asserts that the Defendants infringed three patents registered in the People’s Republic of China. Each case sought an injunction and monetary damages. On July 8, 2020, Hesai withdrew the four China cases pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. These cases are now terminated. On June 24, 2020, the Company entered into a Litigation Settlement and Patent Cross-License Agreement with Hesai to resolve all of the disputes between the parties, as described above, and agreed on the terms of a patent cross-license and releases of liability. Under the terms of the settlement, Hesai agreed to make a one-time payment to compensate the Company for Hesai’s past use of the Company’s technologies, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. The parties also agreed to terminate all of the matters related to Hesai described above. On September 21, 2020, Velodyne entered into a Litigation Settlement and Patent Cross-License Agreement with RoboSense to resolve all of the disputes between Velodyne and RoboSense, as described above, and agreed on the terms of a patent cross-license and releases of liability. The parties also agreed to terminate all of the litigation matters between Velodyne and RoboSense described above. Employment Matters On April 3, 2020, a former employee filed a class action lawsuit in the United States District Court for the Northern District of California. The complaint alleges that the Company violated the federal Worker Adjustment and Retraining Notification Act, or WARN Act, and California WARN Act in connection with its termination of the employment of the plaintiff and other similarly situated employees. The plaintiff seeks to certify the action as a class action and seeks various other remedies on behalf of himself and others, including unpaid wages, salaries, commissions, bonuses and other compensation and benefits that would have accrued during the following 60 days. The parties have reached an agreement to resolve the case and the plaintiff filed a voluntary dismissal of the case on June 29, 2020 in accordance with the terms of the settlement. This case is now terminated. On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021 . Business Combination On August 4, 2020, a purported shareholder of Graf commenced a putative class action against Graf and its directors in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that the Board members, aided and abetted by Graf, breached their fiduciary duties by entering into the Merger Agreement with Velodyne. The Plaintiff alleges that the Merger Agreement undervalues Graf, was the result of an improper process and that Graf’s disclosure concerning the proposed Merger is inadequate. As a result of these alleged breaches of fiduciary duty, the Plaintiff seeks, among other things, an award of rescissory damages. The Company believes the claim is without merit and intends to defend itself vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, Case No. 21-cv-01486. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages. The Company believes the claim is without merit and intend to defend ourselves vigorously. On March 12, 2021, Robert Reese, a purported shareholder of the Company, filed a putative class action lawsuit entitled Reese v. Velodyne Lidar, Inc et al. Moradpour v. Velodyne Lidar, Inc On March 12, 2021, a shareholder derivative lawsuit was filed by Peter D’Arcy against current and former Velodyne Board members and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and against Velodyne Lidar, Inc. as a nominal defendant. The case, filed in the United States District Court for the District of Delaware, asserts claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim against Gopalan and Hamer. The allegations center on recent public statements and securities filings made by Velodyne, beginning with the company’s November 9, 2020 Form 10-Q and continuing through the Form 8-K filed on March 4, 2021, and on recent public statements and securities filings made by David Hall and Marta Thoma Hall. On March 16, 2021, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by purported shareholders David Kondner and Brandon Jordan against the same defendants as named in D’Arcy’s complaint. The complaint by Kondner and Jordan makes similar allegations as those in D’Arcy’s complaint and seeks damages purportedly on behalf of the Company for alleged breaches of fiduciary duty and waste of corporate assets by the defendants. Velodyne intends to retain counsel and vigorously contest the allegations in both actions. Accruals for Loss Contingencies The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. During 2020, the Company had accrued and paid $2.4 million for loss contingencies in connection with the settlement of certain employment related legal proceedings. As of December 31, 2020 the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. |
Segment, Geographic and Custome
Segment, Geographic and Customer Concentration Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment, Geographic and Customer Concentration Information | ||
Segment, Geographic and Customer Concentration Information | Note 16. Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces Lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of March 31, 2021 and December 31, 2020. | Note 16. Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of December 31, 2020 and December 31, 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | Note 17. Related Party Transactions Certain holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of March 31, 2021 and December 31, 2020, the Company had $3.2 million and $6.3 million, respectively, of payable and accrued purchases and $8.5 million and $15.0 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $0.2 million and $1.5 million, respectively, of receivables from this stockholder which was included in other current assets as of March 31, 2021 and December 31, 2020. The Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.5 million and $0.4 million, respectively, as of March 31, 2021 and December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its former officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of March 31, 2021, future minimum lease payments totaled $23.5 million related to this facility. Lease cost and rent expense under this lease was $0.8 million and $0.8 million, respectively, for the three months ended March 31, 2021 and 2020. | Note 17. Related Party Transactions Four holders of the pre-combination Velodyne’s convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of December 31, 2020 and December 31, 2019, the Company had $6.3 million and $2.7 million, respectively, of payable and accrued purchases and $15.0 million and $24.9 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $1.5 million and $2.7 million, respectively, of receivables from this stockholder which was included in other current assets as of December 31, 2020 and December 31, 2019. During 2020, the Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.4 million as of December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. On September 29, 2020, in connection with the Business Combination, the Company repurchased 175,744 shares of common stock (post-conversion) from certain holders of pre-combination Velodyne’s common stock, who are family members of one of the Company’s officers. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of December 31, 2020, future minimum lease payments totaled $24.3 million related to this facility. Rent expense under this lease was $3.3 million, $3.1 million and $3.0 million, respectively, for 2020, 2019 and 2018. In January 2017 and December 2016, the Company issued two interest-bearing unsecured promissory notes totaling $3.5 million to one of its officers for purposes of financing the acquisition of the above headquarters facility. The loan accrued interest at a rate of 3.15% per annum. As of December 31, 2019, immediately prior to repayment, the aggregate outstanding balance of the loan was approximately $3.6 million, including aggregate accrued and unpaid interest of $0.1 million. The officer made monthly interest-only payments to the Company on the loan beginning in December 2017 and repaid all outstanding principal and interest due under the two promissory notes on December 31, 2019. In August 2016, the Company entered into an agreement with one of its officers and Velodyne Acoustics, LLC (Acoustics), a company formerly owned by the officer. Pursuant to which Acoustics agreed to, among other things, indemnify, defend and hold harmless the pre-combination Velodyne from and against any and all liabilities relating to, arising out of or resulting from certain litigation matters (Litigation Indemnification Agreement). The litigation matters giving rise to the indemnification obligations involved certain employment-related claims of two former employees of Velodyne Acoustics, which was the predecessor of Acoustics. In November 2019, the Company elected not to seek indemnification from Acoustics for the litigation matters under the terms of the Litigation Indemnification Agreement and assumed control and financial responsibility for the litigation matters. By not seeking indemnification from Acoustics, the Company has paid approximately $2.5 million in settlements in connection with the litigation matters and $2.5 million in legal costs as of December 31, 2020, all of which are included in general and administration in the statement of operations. Such payments and costs incurred that were the subject of the Litigation Indemnification Agreement indirectly benefit the officer and controlling shareholder of the Company, the former sole owner of Acoustics. The Company believes that the litigation matters covered by the Litigation Indemnification Agreement are complete and the Company does not expect to incur additional expenses related to these litigation matters. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | |
Liquidity | Liquidity The Company has funded its operations primarily through the Business Combination, PIPE offering, private placements of the pre-combination Velodyne convertible preferred stock and sales to customers. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $383.6 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Concentration of Risk | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. | |
Leases | Leases The Company determines if an arrangement is a lease at inception. The Company evaluates classification of leases at commencement and, as necessary, at modification. As of March 31, 2021, all leases are classified as operating leases except for certain immaterial equipment finance leases. Operating leases, consisting primarily office leases, are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and excludes lease incentives. Variable lease payments not dependent on an index or a rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company's lease terms are the noncancelable period, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments over the lease term. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing where the lease was executed. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Schedule of concentration of risk related to accounts receivable and accounts payable | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 | December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Schedule of disaggregation of Revenues | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Schedule of contract assets and contract liabilities | Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 | Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement | ||
Summary of assets measured at fair value on a recurring basis, by level, within the fair value hierarchy | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components | ||
Schedule of accounts receivables, net | Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 | Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 |
Schedule of Inventories, net | Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 | Inventories, Net Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 |
Schedule of prepaid and other current assets | Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 | Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 |
Schedule of property, plant and equipment, net | Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 | Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 |
Schedule of intangible assets, net | Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 | Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 |
Schedule of amortization of intangible assets | Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 | Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — |
Schedule of other assets, non-current | Other assets, non-current, consist of the following (in thousands): March 31, December 31, 2021 2020 Operating lease ROU assets $ 18,993 $ — Other 941 937 Total other assets $ 19,934 $ 937 | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 |
Schedule of long-term liabilities | Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 | Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of other Information Related to Leases | Other information related to leases were as follows (in thousands, except years and percentages): Three Months Ended March 31, 2021 Supplemental cash flow information: Cash paid for operating leases included in operating cash flows $ 1,119 ROU assets obtained in exchange for new operating lease liabilities $ 340 March 31, 2021 Supplemental balance sheet information: Other assets $ 18,993 Total operating ROU assets $ 18,993 Other current liabilities $ 2,956 Other long-term liabilities 16,984 Total lease liabilities $ 19,940 Weighted average remaining lease term (years) 6.48 Weighted average discount rate 6.35 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2021, maturities of lease liabilities were as follows: Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Schedule of Maturities of Finance Lease Liabilities | Years Ending December 31, Finance Leases Operating Leases 2021 (remaining nine months) $ 145 $ 3,153 2022 14 3,463 2023 — 3,358 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Total lease payments 159 $ 24,446 Less amount representing interest (4) (4,506) Present value of lease liabilities $ 155 $ 19,940 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Loss | ||
Schedule of accumulated other comprehensive loss | Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) | Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Schedule of common stock outstanding | Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % | Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % |
Schedule of common stock issuance related to the warrant exercises | March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Summary of Stock Option Activity under Equity Plans | A summary of stock option activities is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 | A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 |
Summary of RSU and RSA Activity under Equity Plans | A summary of RSA and RSU activities is as follows: Shares Weighted Average RSA: RSAs outstanding as of December 31, 2020 4,183,624 $ 1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $ 1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $ 12.43 Granted 1,372,632 $ 12.58 Released (6,801,635) $ 12.23 Forfeited (533,418) $ 12.23 RSUs outstanding as of March 31, 2021 6,021,215 $ 12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $ 6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $ 6.72 | A summary of RSA and RSU activities under the Company’s equity plans is as follows: Weighted Average Grant Date Shares per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $ 4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $ 19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $ 6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | ||
Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes | The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended March 31, 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Summary of Contractual Obligations and Commitments | The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 | The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Concentration Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment, Geographic and Customer Concentration Information | ||
Schedule of revenue by region | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Revenue by Countries and Customers Accounted For More Than 10% | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 | December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Schedule of related party transactions | Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. | Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies- Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($)itemsegment$ / shares | Mar. 31, 2020 | Dec. 31, 2020USD ($)itemcustomersegment$ / shares | Dec. 31, 2019customeritem$ / shares | Dec. 31, 2018 | Jan. 01, 2021USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||||
Number of operating segments | segment | 1 | 1 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Concentration percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |
Cash, cash equivalents and short-term investments | $ 383,600 | $ 350,300 | ||||
Available borrowing capacity | $ 25,000 | |||||
Operating lease ROU assets | 18,993 | |||||
Lease liabilities | 19,940 | |||||
Impact of Adoption | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Operating lease ROU assets | $ 19,400 | |||||
Lease liabilities | $ 20,400 | |||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Available borrowing capacity | $ 25,000 | |||||
Accounts receivable | One Customer | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Number of Customers | item | 2 | 3 | ||||
Concentration percentage | 10.00% | 10.00% | ||||
Accounts receivable | One Customer | VELODYNE LIDAR, INC AND SUBSIDIARIES | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Number of Customers | item | 3 | 3 | ||||
Concentration percentage | 10.00% | 10.00% | ||||
Accounts receivable | Two customers | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Number of Customers | 2 | 2 | ||||
Accounts receivable | Customer Concentration Risk | Two customers | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration percentage | 45.00% | 47.00% | ||||
Accounts payable | One Vendor | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Number of Customers | 2 | 3 | 1 | |||
Concentration percentage | 10.00% | 10.00% | ||||
Accounts payable | One Vendor | VELODYNE LIDAR, INC AND SUBSIDIARIES | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Number of Customers | item | 3 | 2 | ||||
Concentration percentage | 10.00% | 10.00% | ||||
Accounts payable | Supplier Concentration Risk | One Vendor | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration percentage | 32.00% | 34.00% | 36.00% |
Business Combination and Rela_2
Business Combination and Related Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 |
Mapper Acquisition. | ||||||
Goodwill | $ 1,189 | $ 1,189 | $ 1,189 | |||
Cash paid to acquire business | 0 | 2,473 | $ 0 | |||
Repurchase value of common stock | $ 1,800 | 1,802 | $ 0 | $ 2,500 | ||
Repurchased and retired common stock (in shares) | 175,744 | |||||
Acquisition-related costs | $ 29,100 | 29,100 | ||||
Accrued transaction costs | $ 5,000 | $ 25,057 | $ 5,000 | |||
Private Placement | ||||||
Mapper Acquisition. | ||||||
Shares issued (in shares) | 15,000,000 | 15,000,000 | ||||
Price per share (in USD per share) | $ 10 | $ 10 | ||||
Aggregate purchase price | $ 150,000 | |||||
Graf | ||||||
Mapper Acquisition. | ||||||
Aggregate consideration transferred | $ 1,800 | |||||
Graf | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 4,702,304 | |||||
Pre-Combination Velodyne | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 4,702,304 | |||||
Pre-Combination Velodyne | Graf | ||||||
Mapper Acquisition. | ||||||
Goodwill | $ 0 | |||||
Other intangible assets | 0 | |||||
Aggregate consideration transferred | 1,800 | |||||
Cash paid to acquire business | $ 222,100 | |||||
Shares transferred in acquisition (in shares) | 150,277,532 | |||||
Share price (in USD per share) | $ 10.25 | |||||
Value of shares transferred in acquisition | $ 1,540,300 | |||||
Pre-Combination Velodyne | Graf | Common Stock Issuable In Respect of Vested Equity Awards | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 143,575,763 | |||||
Pre-Combination Velodyne | Graf | Common Stock Earned Due To the Satisfaction of the Earnout Condition | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 2,000,000 | |||||
Pre-Combination Velodyne | Graf | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 187,861 | |||||
Pre-Combination Velodyne | Graf | Earnout RSUs | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 187,861 | |||||
Service condition period | 6 months |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Goods transferred at a point in time | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 92,550 | $ 92,890 | $ 139,852 | |||||||||
Concertration risk (as a percent) | 97.00% | 92.00% | 98.00% | |||||||||
Goods transferred at a point in time | Revenue | Timing of Recognition Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 16,670 | $ 16,724 | ||||||||||
Concertration risk (as a percent) | 94.00% | 98.00% | ||||||||||
Goods and services transferred over time | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 2,812 | $ 8,508 | $ 3,094 | |||||||||
Concertration risk (as a percent) | 3.00% | 8.00% | 2.00% | |||||||||
Goods and services transferred over time | Revenue | Timing of Recognition Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 1,056 | $ 307 | ||||||||||
Concertration risk (as a percent) | 6.00% | 2.00% | ||||||||||
Products | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 10,593 | $ 16,422 | $ 68,355 | $ 81,424 | $ 132,933 | |||||||
Concertration risk (as a percent) | 72.00% | 80.00% | 93.00% | |||||||||
Products | Revenue | Product Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 10,593 | $ 16,422 | ||||||||||
Concertration risk (as a percent) | 60.00% | 96.00% | ||||||||||
License and services | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 7,133 | $ 609 | $ 27,007 | $ 19,974 | $ 10,013 | |||||||
Concertration risk (as a percent) | 28.00% | 20.00% | 7.00% | |||||||||
License and services | Revenue | Product Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 7,133 | $ 609 | ||||||||||
Concertration risk (as a percent) | 40.00% | 4.00% | ||||||||||
North America | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | |||||||||
Concertration risk (as a percent) | 43.00% | 49.00% | 59.00% | |||||||||
North America | Revenue | Geographic Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 5,044 | $ 9,253 | ||||||||||
Concertration risk (as a percent) | 28.00% | 54.00% | ||||||||||
Asia Pacific | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | |||||||||
Concertration risk (as a percent) | 41.00% | 28.00% | 28.00% | |||||||||
Asia Pacific | Revenue | Geographic Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 9,506 | $ 5,624 | ||||||||||
Concertration risk (as a percent) | 54.00% | 33.00% | ||||||||||
Europe, Middle East and Africa | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | |||||||||
Concertration risk (as a percent) | 16.00% | 23.00% | 13.00% | |||||||||
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 3,176 | $ 2,154 | ||||||||||
Concertration risk (as a percent) | 18.00% | 13.00% |
Revenue - Composition of Contra
Revenue - Composition of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract assets, current | |||||||
Unbilled accounts receivable | $ 3,313 | $ 2,813 | $ 2,813 | ||||
Contract assets, long-term | |||||||
Unbilled accounts receivable | 10,378 | 8,440 | 8,440 | ||||
Total contract assets | 13,691 | 11,253 | 11,253 | $ 0 | $ 0 | $ 0 | |
Contract liabilities, current | |||||||
Deferred revenue, current | 8,904 | 7,143 | 7,143 | 926 | |||
Customer advance payment | 484 | 180 | 180 | 11,252 | |||
Customer deposit | 6,083 | ||||||
Total | 9,388 | 7,323 | 7,323 | 18,261 | |||
Contract liabilities, long-term | |||||||
Deferred revenue, long-term | 14,560 | 14,732 | 14,732 | 903 | |||
Total contract liabilities | $ 23,948 | $ 22,055 | $ 22,055 | $ 12,932 | $ 19,164 | $ 20,911 | $ 16,835 |
Revenue - Significant Changes i
Revenue - Significant Changes in Contract Assets and Contract Liabilities Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contract assets: | ||||||
Beginning balance | $ 11,253 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Transferred to receivables from contract assets recognized at the beginning of the period | (2,813) | |||||
Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables | 5,251 | |||||
Ending balance | 13,691 | 11,253 | 11,253 | 0 | 0 | |
Contract liabilities: | ||||||
Beginning balance | 22,055 | 19,164 | 19,164 | 19,164 | 20,911 | 16,835 |
Revenue recognized that was included in the contract liabilities beginning balance | (1,434) | (561) | (12,182) | (3,149) | (7,393) | |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 3,327 | 412 | 21,156 | 1,402 | 11,725 | |
Customer deposits reclassified to refund liabilities | (6,083) | (6,100) | ||||
Ending balance | $ 23,948 | $ 12,932 | $ 22,055 | $ 22,055 | $ 19,164 | $ 20,911 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||||||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 | ||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||
Contract liabilities | $ 9,388 | 7,323 | 7,323 | 18,261 | $ 7,323 | $ 7,323 | $ 18,261 | |||||||
Contract liabilities, long-term | 14,560 | 14,732 | 14,732 | 903 | 14,732 | 14,732 | 903 | |||||||
Contract assets | 13,691 | 11,253 | $ 11,253 | $ 0 | 11,253 | 11,253 | $ 0 | $ 0 | $ 0 | |||||
Contract With Customer, Liability, Reclassifications Of Customer Deposits To Refund Liability | $ 6,083 | $ 6,100 | ||||||||||||
License revenue | Asia Pacific Customer In Patent Cross License Agreement | ||||||||||||||
Revenue | ||||||||||||||
Revenue | 6,400 | 19,700 | ||||||||||||
Contract liabilities | 3,600 | 3,400 | 3,400 | |||||||||||
Contract liabilities, long-term | 13,900 | 13,700 | 13,700 | |||||||||||
Contract assets | $ 13,700 | $ 11,300 | $ 11,300 | |||||||||||
License revenue | Revenue | Customer Concentration Risk | Asia Pacific Customer In Patent Cross License Agreement | ||||||||||||||
Revenue | ||||||||||||||
Concertration risk (as a percent) | 21.00% | |||||||||||||
One-Time Stocking Fee | ||||||||||||||
Revenue | ||||||||||||||
Revenue | $ 11,100 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurement | ||||
Cash equivalents | $ 57,501 | $ 129,404 | $ 129,404 | $ 44,669 |
Short-term investments | 228,408 | 145,636 | 145,636 | 2,199 |
Total assets measured at fair value | 285,909 | 275,040 | 275,040 | 46,868 |
Money market fund | ||||
Fair Value Measurement | ||||
Cash equivalents | 56,101 | 74,107 | ||
Commercial paper | ||||
Fair Value Measurement | ||||
Cash equivalents | 1,400 | 33,295 | ||
Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Treasury bill and U.S. government and agency securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 19,999 | 19,999 | ||
Commercial paper | ||||
Fair Value Measurement | ||||
Short-term investments | 174,039 | 122,265 | ||
Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Short-term investments | 54,369 | 23,371 | 23,371 | 1,100 |
Level 1 | ||||
Fair Value Measurement | ||||
Cash equivalents | 56,101 | 94,106 | 94,106 | 44,669 |
Total assets measured at fair value | 56,101 | 94,106 | 94,106 | 44,669 |
Level 1 | Money market fund | ||||
Fair Value Measurement | ||||
Cash equivalents | 56,101 | 74,107 | ||
Level 1 | Treasury bill and U.S. government and agency securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 19,999 | 19,999 | ||
Level 2 | ||||
Fair Value Measurement | ||||
Cash equivalents | 1,400 | 35,298 | 35,298 | |
Short-term investments | 228,408 | 145,636 | 145,636 | 2,199 |
Total assets measured at fair value | 229,808 | 180,934 | 180,934 | 2,199 |
Level 2 | Commercial paper | ||||
Fair Value Measurement | ||||
Cash equivalents | 1,400 | 33,295 | ||
Level 2 | Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Level 2 | Commercial paper | ||||
Fair Value Measurement | ||||
Short-term investments | 174,039 | 122,265 | ||
Level 2 | Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Short-term investments | $ 54,369 | $ 23,371 | $ 23,371 | $ 1,100 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivables, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Components | |||
Accounts receivable | $ 16,027 | $ 14,855 | $ 12,330 |
Allowance for doubtful accounts | (2,558) | (876) | (467) |
Accounts receivable, net | $ 13,469 | $ 13,979 | $ 11,863 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventory, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Components | |||
Raw materials | $ 6,927 | $ 6,876 | $ 12,374 |
Work-in-process | 2,735 | 4,347 | 1,748 |
Finished goods | 11,232 | 6,909 | 5,629 |
Total inventories | 20,894 | 18,132 | 19,751 |
Less inventories not deemed to be current, included in other assets | 4,764 | ||
Inventories, included in current assets | $ 20,894 | $ 18,132 | $ 14,987 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
Prepaid expenses and deposits | $ 4,912 | $ 5,698 | $ 3,045 | |
Due from contract manufacturers and vendors | 2,468 | 2,944 | 4,068 | |
Prepaid taxes | 957 | 1,612 | 2,122 | |
Contract assets | 3,313 | 2,813 | $ 2,813 | |
Receivable from warrant exercises | 9,074 | |||
Other | 393 | 178 | 3,683 | |
Total prepaid and other current assets | $ 12,043 | $ 22,319 | $ 12,918 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jul. 02, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 42,946 | $ 42,430 | $ 49,042 | ||
Less: accumulated depreciation and amortization | (27,405) | (25,625) | |||
Property, plant and equipment, net | 15,541 | 16,805 | 26,278 | ||
Finance lease equipment | 888 | 888 | 888 | ||
Less: accumulated depreciation | (425) | (381) | (203) | ||
Finance lease equipment, net | 463 | 507 | 685 | ||
Morgan Hill Properties | |||||
Property, Plant and Equipment [Line Items] | |||||
Carrying value of property classified as assets held-for-sale | $ 4,700 | ||||
Proceeds from the sale of properties | $ 12,300 | ||||
Gain (loss) on sale of property | $ 7,500 | ||||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,340 | ||||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,142 | ||||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 33,023 | 32,688 | 30,082 | ||
Building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 4,194 | ||||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 5,806 | 5,905 | 5,581 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,481 | 1,479 | 1,431 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 360 | 360 | 759 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,357 | 1,357 | 1,343 | ||
Assets under construction | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 919 | 641 | 170 | ||
Less: accumulated depreciation and amortization | $ (25,625) | $ (22,764) |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - Morgan Hill Properties - USD ($) $ in Millions | Jul. 02, 2020 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Carrying value of property classified as assets held-for-sale | $ 4.7 | |
Proceeds from the sale of properties | $ 12.3 | |
Gain (loss) on sale of property | $ 7.5 |
Balance Sheet Components - Aggr
Balance Sheet Components - Aggregate Depreciation and Amortization Related to Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Components | |||||
Depreciation and amortization on property, plant and equipment | $ 1,957 | $ 2,075 | $ 8,009 | $ 7,805 | $ 6,791 |
Depreciation on finance lease equipment | $ 44 | $ 44 | $ 178 | $ 122 | $ 81 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 96 | $ 96 | $ 385 | $ 188 |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,200 | 1,200 | 1,170 | |
Accumulated Amortization | 669 | 573 | 188 | |
Net Book Value | $ 531 | $ 627 | $ 982 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Assets Non-Current (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Components | |||
Operating lease ROU assets | $ 18,993 | ||
Other | 941 | $ 937 | |
Total other assets | $ 19,934 | $ 937 | $ 5,755 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
Accrued payroll expenses | $ 7,162 | $ 11,877 | $ 10,537 | |
Accrued manufacturing costs | 8,219 | 8,003 | 3,344 | |
Accrued transaction costs | 5,000 | 25,057 | $ 5,000 | |
Accrued professional and consulting fees | 3,228 | 965 | 5,572 | |
Accrued warranty costs | 1,592 | 2,204 | 4,322 | |
Accrued taxes | 1,002 | 1,074 | 944 | |
Lease liabilities | 2,956 | |||
Refund liabilities | 4,878 | |||
Other | 1,028 | 1,169 | 1,563 | |
Total accrued expense and other current liabilities | $ 30,187 | $ 50,349 | $ 31,160 |
Balance Sheet Components - Long
Balance Sheet Components - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
PPP Loan | $ 10,000 | $ 10,000 | ||
Contract liabilities, long-term | 14,560 | 14,732 | $ 14,732 | $ 903 |
Lease liabilities, long-term | 16,984 | |||
Other | 415 | 1,195 | 1,322 | |
Total long-term liabilities | $ 41,959 | $ 25,927 | $ 2,225 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases | |||||
Lease cost | $ 1.1 | ||||
Rent expense under operating leases | $ 1.1 | $ 4.4 | $ 4.3 | $ 4.1 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||
Cash paid for operating leases | $ 1,119 | $ 0 |
ROU assets obtained in exchange for new operating lease liabilities | 340 | $ 0 |
Operating lease ROU assets | 18,993 | |
Other current liabilities | 2,956 | |
Lease liabilities, long-term | 16,984 | |
Total lease liabilities | $ 19,940 | |
Weighted average remaining lease term (years) | 6 years 5 months 23 days | |
Weighted average discount rate | 6.35% | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finance Leases | |
2021 (remaining nine months) | $ 145 |
2022 | 14 |
Total lease payments | 159 |
Less amount representing interest | (4) |
Present value of lease liabilities | 155 |
Operating Leases | |
2021 (remaining nine months) | 3,153 |
2022 | 3,463 |
2023 | 3,358 |
2024 | 3,459 |
2025 | 3,563 |
Thereafter | 7,450 |
Total lease payments | 24,446 |
Less amount representing interest | (4,506) |
Present value of lease liabilities | $ 19,940 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Losss (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (230) | $ (216) | |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (252) | (230) | |
Foreign currency translation loss | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | (181) | (170) | $ (216) |
Unrealized loss on investments | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (71) | $ (60) |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable (Details) - USD ($) | Apr. 08, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Sep. 30, 2020 |
Credit Facilities and Notes Payable | |||||||
Proceeds from loan | $ 10,000,000 | $ 0 | $ 0 | ||||
Outstanding loan balance | $ 10,000,000 | $ 10,000,000 | |||||
PPP Loans | |||||||
Credit Facilities and Notes Payable | |||||||
Proceeds from loan | $ 10,000,000 | ||||||
Outstanding loan balance | $ 10,000,000 | 10,000,000 | |||||
Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Line of credit | $ 0 | ||||||
Outstanding loan balance | $ 0 | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Option to increase the maximum borrowing capacity, additional amount | $ 15,000,000 | ||||||
Unused capacity fee Percentage | 0.15% | ||||||
Non-refundable commitment fee | $ 50,000 | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | Prime rate | |||||||
Credit Facilities and Notes Payable | |||||||
Applicable margin | 1.5% | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | Libor | |||||||
Credit Facilities and Notes Payable | |||||||
Applicable margin | 2.5% | ||||||
Letter of Credit | Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Maximum borrowing capacity | $ 5,000,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2021 | Mar. 01, 2021 | Oct. 19, 2020 | Sep. 29, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $ 391,677 | $ 340,823 | $ 52,880 | $ 76,246 | $ 93,615 | $ 111,479 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 2,250,000,000 | 2,250,000,000 | |||||||||
Preferred shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||
Common stock, shares outstanding | 189,684,580 | 168,713,296 | 175,912,194 | 137,911,975 | |||||||
Warrants outstanding (in shares) | 24,876,512 | 5,979,442 | 24,876,512 | 15,277,974 | |||||||
Shares of common stock issued under warrant exercises (in shares) | 7,198,898 | ||||||||||
Warrants exercised (in shares) | 18,897,070 | 9,598,538 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | |||||||
Preferred shares, shares outstanding | 0 | 0 | 0 | ||||||||
Proceeds from warrant exercises | $ 73,700 | ||||||||||
Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares of common stock issued under warrant exercises (in shares) | 6,973,826 | ||||||||||
Warrants exercised (in shares) | 9,298,456 | ||||||||||
Proceeds from warrant exercises | $ 162,900 | ||||||||||
Public Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants outstanding (in shares) | 24,876,512 | 24,876,512 | |||||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||
Period after the Business Combination after which the public warrants become exercisable | 30 days | ||||||||||
Redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Stock price trigger (in USD per share) | $ 18 | ||||||||||
Threshold trading days | 20 days | ||||||||||
Threshold trading day window | 30 days | ||||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | ||||||||||
Public Warrants | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | ||||||||||
Working Capital Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | ||||||||||
Working Capital Warrants | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||||||
Warrants exercised (in shares) | 9,598,538 | ||||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | ||||||||||
RSA | |||||||||||
Class of Stock [Line Items] | |||||||||||
Awards outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | |||||
Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued (in shares) | 15,000,000 | 15,000,000 | |||||||||
Price per share (in USD per share) | $ 10 | $ 10 | |||||||||
Retrospective Application of the Recapitalization | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $ 0 | ||||||||||
Retrospective Application of the Recapitalization | RSA | |||||||||||
Class of Stock [Line Items] | |||||||||||
Awards outstanding (in shares) | 2,779,067 | ||||||||||
As Originally Reported | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $ 76,246 | $ 111,479 | |||||||||
As Originally Reported | RSA | |||||||||||
Class of Stock [Line Items] | |||||||||||
Awards outstanding (in shares) | 1,404,557 | ||||||||||
Revision Of Prior Period Error Correction Adjustment Member | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $ 0 | ||||||||||
Revision Of Prior Period Error Correction Adjustment Member | Accumulated Deficit | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stockholders' Equity Attributable to Parent | $ 1,600 | $ 1,600 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 189,684,580 | 175,912,194 | 137,911,975 | 168,713,296 | ||
Concentration percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 101,849,247 | 101,849,247 | ||||
Converted pre-combination Velodyne preferred stock outstanding | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 24,772,759 | 24,772,759 | ||||
Public stockholders | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 53,489,070 | 44,260,188 | ||||
Graf Founder shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 2,575,000 | 2,575,000 | ||||
PIPE shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 200,000 | 2,455,000 | ||||
Common Shares Issued Under Employee Stock Award Plans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 6,798,504 | |||||
Common Stock Outstanding | Stockholder Concentration Risk | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 100.00% | 100.00% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 53.70% | 57.90% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Converted pre-combination Velodyne preferred stock outstanding | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 13.10% | 14.10% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Public stockholders | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 28.10% | 25.10% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Graf Founder shares | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 1.40% | 1.50% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | PIPE shares | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 0.10% | 1.40% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Common Shares Issued Under Employee Stock Award Plans [Member] | ||||||
Class of Stock [Line Items] | ||||||
Concentration percentage | 3.60% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Common Stock Issuances Related to the Warrant Exercises (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Warrants outstanding upon Closing | 24,876,512 | 24,876,512 |
Warrants exercised to date | 18,897,070 | 9,598,538 |
Warrants outstanding | 5,979,442 | 15,277,974 |
Aggregated common shares issuable upon exercise of warrants | 18,657,384 | 18,657,384 |
Common shares issued upon exercise of warrants | 14,172,780 | 7,198,898 |
Remaining common shares issuable upon exercise of warrants | 4,484,604 | 11,458,486 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Sep. 29, 2020 | Mar. 31, 2017 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | 18,036,298 | ||||
RSUs (non-vested) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to awards | $ 64.1 | ||||
Unrecognized compensation cost related to stock options | 2 years 6 months | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to awards | $ 0.6 | ||||
Unrecognized compensation cost related to stock options | 2 years 8 months 12 days | 3 years 3 months | 5 months 26 days | ||
2020 Equity Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for issuance (in shares) | 27,733,888 | 36,738,678 | |||
Percent of the number of shares of its common stock outstanding reserved for issuance | 16.00% | ||||
Percent increase in shares that may be issued | 5.00% | ||||
Increase in the number of shares that may be issued (in shares) | 10,000,000 | ||||
2020 Equity Plan | RSUs (non-vested) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2020 Equity Plan | RSUs (non-vested) | Vesting period one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Vesting period | 1 year | ||||
2020 Equity Plan | RSUs (non-vested) | Vesting period two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
2020 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for issuance (in shares) | 3,492,097 | ||||
2020 ESPP | Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for issuance (in shares) | 3,492,097 | 5,293,055 | |||
Percent increase in shares that may be issued | 1.00% | ||||
Increase in the number of shares that may be issued (in shares) | 2,500,000 | ||||
Period over which increase in shares that may be issued occurs | 20 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Equity Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares : | ||||
Options outstanding (in shares) | 597,354 | 156,681 | 7,648,128 | 7,648,128 |
Granted (in shares) | 440,673 | 0 | ||
Options outstanding (in shares) | 597,354 | 597,354 | 156,681 | 7,648,128 |
Options exercisable (in shares) | 285,211 | 156,681 | ||
Options vested and expected to vest (in shares) | 597,354 | 597,354 | ||
Weighted Average Exercise Price | ||||
Options outstanding (in USD per share) | $ 5.86 | $ 6.21 | $ 0.39 | $ 0.39 |
Granted (in USD per share) | 5.74 | |||
Expired (in USD per share) | 0.19 | |||
Options outstanding (in USD per share) | 5.86 | 5.86 | $ 6.21 | $ 0.39 |
Options exercisable (in USD per share) | 5.99 | 6.21 | ||
Options vested and expected to vest (in USD per share) | $ 5.86 | $ 5.86 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Options outstanding | 7 years 18 days | 7 years 3 months 18 days | ||
Options exercisable | 4 years 8 months 26 days | 1 year 4 months 9 days | ||
Options vested and expected to vest | 7 years 18 days | 7 years 3 months 18 days | ||
Aggregate Intrinsic Value | ||||
Options outstanding | $ 3,311 | $ 10,133 | ||
Options exercisable | 1,542 | 2,603 | ||
Options vested and expected to vest | $ 3,311 | $ 10,133 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU and RSA Activity under Equity Plans (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RSA | ||||
Shares | ||||
Options outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 |
Forfeited (in shares) | 0 | 0 | 0 | 0 |
Outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 |
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | $ 1.37 |
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | $ 1.37 |
RSUs (non-vested) | ||||
Shares | ||||
Options outstanding (in shares) | 11,983,636 | 9,539,807 | 6,427,387 | 4,910,825 |
Granted (in shares) | 1,372,632 | 3,340,173 | 4,329,925 | |
Released (in shares) | (6,801,635) | |||
Forfeited (in shares) | (533,418) | (896,344) | (1,217,505) | (1,222,706) |
Outstanding (in shares) | 6,021,215 | 11,983,636 | 9,539,807 | 6,427,387 |
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 12.43 | $ 8.33 | $ 7.31 | $ 6.79 |
Granted (in USD per share) | 12.58 | 6.80 | 9.83 | |
Released (in USD per share) | 12.23 | |||
Forfeited (in USD per share) | 12.23 | 8.48 | 8.30 | 6.94 |
Outstanding (in USD per share) | $ 12.31 | $ 12.43 | $ 8.33 | $ 7.31 |
PRSU | ||||
Shares | ||||
Options outstanding (in shares) | 1,101,683 | 0 | ||
Granted (in shares) | 0 | 1,101,683 | ||
Outstanding (in shares) | 1,101,683 | 1,101,683 | 0 | |
Weighted Average Grant Date Fair Value per Share | ||||
Outstanding (in USD per share) | $ 6.72 | |||
Granted (in USD per share) | $ 6.72 | |||
Outstanding (in USD per share) | $ 6.72 | $ 6.72 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 11,530 | $ 21 | $ 91,500 | $ 135 | $ 207 |
Cost of revenue | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 536 | 7,417 | 0 | 0 | |
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 4,910 | $ 21 | 37,030 | 97 | 93 |
Sales and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 1,986 | 14,773 | 0 | 0 | |
General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 4,098 | $ 32,280 | $ 38 | $ 114 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | |
Class of Stock [Line Items] | ||||
Number of shares that may be purchased by warrants (in shares) | 5,979,442 | 15,277,974 | 24,876,512 | 24,876,512 |
Warrants exercised (in shares) | 18,897,070 | 9,598,538 | ||
Warrant exercise price (in USD per share) | 7,198,898 | |||
Common shares issued upon exercise of warrants (in shares) | 14,172,780 | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Number of shares that may be purchased by warrants (in shares) | 24,876,512 | 24,876,512 | ||
Warrant exercise price (in USD per share) | $ 11.50 |
Net Loss Per Share - Common Sto
Net Loss Per Share - Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 13,461,000 | 10,831,000 | 11,101 | 13,881 | 10,915 |
Stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 157,000 | 597,000 | 597 | 157 | 304 |
RSA | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 4,184,000 | 4,184,000 | 4,184 | 4,184 | 4,184 |
RSUs (non-vested) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 9,120,000 | 6,050,000 | 6,320 | 9,540 | 6,427 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Plan | |||||
Contribution match percentage | 25.00% | 25.00% | |||
Matching contributions | $ 0.2 | $ 0.3 | $ 0.8 | $ 0.9 | $ 0.9 |
Restructuring - Summary of the
Restructuring - Summary of the Changes in Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring | $ 1,046 | $ 984 | $ 984 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||||||||||
Loss before income taxes | $ (40,521) | $ (30,062) | $ (153,948) | $ (67,909) | $ (55,672) | ||||||
Provision for (benefit from) income taxes | $ 296 | $ 14 | $ 2,562 | $ 17 | $ (6,677) | $ (805) | $ 70 | $ 27 | $ (4,084) | $ (683) | $ 6,628 |
Effective tax rate | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective tax rate | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) | |
Tax benefit related to the release of a valuation allowance associated with a carryback portion of net operating losses allowed by the CARES Act | $ 6.7 | |||||
Tax refund received | $ 7.1 | |||||
U.S Federal | ||||||
Net operating loss carryforwards | $ 173.5 | |||||
State | ||||||
Net operating loss carryforwards | $ 105.5 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Obligations and Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Purchase Commitments | ||
2021 (remaining nine months) | $ 31,496 | $ 37,364 |
2022 | 0 | 0 |
2023 | 0 | |
Total | 31,496 | 37,364 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
2021 (remaining nine months) | 1,465 | 1,732 |
2022 | 805 | 706 |
2023 | 51 | |
Total | $ 2,321 | $ 2,438 |
Commitments and Contingencies-
Commitments and Contingencies- Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018item | Sep. 30, 2016patent | Mar. 31, 2021 | Dec. 31, 2020 | |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Remaining commitment period | 1 month | 1 month | ||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Remaining commitment period | 1 year | 1 year | ||
Quanergy Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of patents allegedly infringed | 2 | 1 | ||
Number of claims filed | 2 |
Segment, Geographic and Custo_3
Segment, Geographic and Customer Concentration Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||
Number of operating segments | segment | 1 | 1 | ||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | |||||||||
North America | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | |||||||||
Percentage of Revenue | 43.00% | 49.00% | 59.00% | |||||||||
North America | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 5,044 | $ 9,253 | ||||||||||
Percentage of Revenue | 28.00% | 54.00% | 43.00% | 49.00% | 59.00% | |||||||
Asia Pacific | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | |||||||||
Percentage of Revenue | 41.00% | 28.00% | 28.00% | |||||||||
Asia Pacific | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 9,506 | $ 5,624 | ||||||||||
Percentage of Revenue | 54.00% | 33.00% | 41.00% | 28.00% | 28.00% | |||||||
Europe, Middle East and Africa | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | |||||||||
Percentage of Revenue | 16.00% | 23.00% | 13.00% | |||||||||
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 3,176 | $ 2,154 | ||||||||||
Percentage of Revenue | 18.00% | 13.00% | 16.00% | 23.00% | 13.00% |
Segment, Geographic and Custo_4
Segment, Geographic and Customer Concentration Information - Revenue by Countries and Customers Accounted For More Than 10% (Details) - customer | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | ||
Number of Customers accounted for over 10% of Revenue | 2 | 2 | 2 | 2 | 2 |
Revenue | U.S. | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 26.00% | 31.00% | 34.00% | 46.00% | 59.00% |
Revenue | China | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 45.00% | 13.00% | 31.00% | 11.00% | 21.00% |
Revenue | Sweden | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 13.00% | ||||
Revenue | Canada | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 23.00% |
Related Party Transactions- Rev
Related Party Transactions- Revenue and Accounts Receivable for Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholder A | |||||
Related Party Transaction | |||||
Revenue | $ 465 | $ (3,514) | $ 9,447 | ||
Stockholder A | Investor | |||||
Related Party Transaction | |||||
Revenue | $ 39 | $ 243 | |||
Accounts receivable | 9 | ||||
Stockholder B | |||||
Related Party Transaction | |||||
Revenue | 7,008 | 1,391 | 508 | ||
Stockholder B | Investor | |||||
Related Party Transaction | |||||
Revenue | (56) | $ 3,544 | |||
Accounts receivable | 1,288 | 3,085 | 1,404 | ||
Credit taken against future payments | 71,000 | ||||
Allowance for doubtful accounts reserved related to accounts receivable balance | $ 1,700 | ||||
Stockholder C | |||||
Related Party Transaction | |||||
Revenue | 764 | 6,148 | $ 18 | ||
Stockholder D | |||||
Related Party Transaction | |||||
Revenue | 46 | ||||
Stockholder D | Investor | |||||
Related Party Transaction | |||||
Accounts receivable | $ 1,500 | $ 2,700 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction | |||||
Property, plant and equipment, net | $ 15,541 | $ 16,805 | $ 26,278 | ||
Future minimum lease payments | 24,446 | ||||
Lease cost | 1,100 | ||||
Rent expense under operating leases | $ 1,100 | 4,400 | $ 4,300 | $ 4,100 | |
Affiliated Entity | Corporate Headquarters Facility Rental | |||||
Related Party Transaction | |||||
Future minimum lease payments | 23,500 | ||||
Lease cost | 800 | ||||
Rent expense under operating leases | 800 | ||||
Stockholder D | Investor | |||||
Related Party Transaction | |||||
Accrued purchases | 3,200 | 6,300 | |||
Outstanding purchase commitment | 8,500 | 15,000 | |||
Accounts receivable from related parties | 200 | 1,500 | |||
Stockholder D | Affiliated Entity | Assets Leased To Related Party [Member] | Machinery and equipment | |||||
Related Party Transaction | |||||
Property, plant and equipment, net | $ 500 | $ 400 |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||||
Cash and cash equivalents | $ 155,205 | $ 204,648 | $ 60,004 | ||||
Short-term investments | 228,408 | 145,636 | 2,199 | ||||
Accounts receivable, net | 13,469 | 13,979 | 11,863 | ||||
Inventories, net | 20,894 | 18,132 | 14,987 | ||||
Prepaid and other current assets | 12,043 | 22,319 | 12,918 | ||||
Total current assets | 430,019 | 404,714 | 101,971 | ||||
Property, plant and equipment, net | 15,541 | 16,805 | 26,278 | ||||
Goodwill | 1,189 | 1,189 | 1,189 | ||||
Intangible assets, net | 531 | 627 | 982 | ||||
Contract assets | 10,378 | 8,440 | 0 | ||||
Other assets | 19,934 | 937 | 5,755 | ||||
Total assets | 477,592 | 432,712 | 136,175 | ||||
Current liabilities: | |||||||
Accounts payable | 3,815 | 7,721 | 6,923 | ||||
Accrued expense and other current liabilities | 30,187 | 50,349 | 31,160 | ||||
Contract liabilities | 9,388 | 7,323 | $ 7,323 | 18,261 | |||
Total current liabilities | 43,390 | 65,393 | 56,344 | ||||
Long-term tax liabilities | 566 | 569 | 1,360 | ||||
Other long-term liabilities | 41,959 | 25,927 | 2,225 | ||||
Total liabilities | 85,915 | 91,889 | 59,929 | ||||
Commitments and contingencies (Note 15) | |||||||
Stockholders' Equity: | |||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 | 0 | ||||
Common stock, $0.0001 par value; 2,250,000,000 shares authorized; 175,912,194 and 137,911,975 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 19 | 18 | 14 | ||||
Additional paid-in capital | 746,824 | 656,717 | 240,464 | ||||
Accumulated other comprehensive loss | (252) | (230) | (216) | ||||
Accumulated deficit | (354,914) | (315,682) | (164,016) | ||||
Total stockholders' equity | 391,677 | 340,823 | $ 52,880 | 76,246 | $ 93,615 | $ 111,479 | |
Total liabilities and stockholders' equity | $ 477,592 | $ 432,712 | $ 136,175 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,250,000,000 | 2,250,000,000 | ||
Common stock, shares issued | 175,912,194 | 137,911,975 | ||
Common stock, shares outstanding | 189,684,580 | 175,912,194 | 168,713,296 | 137,911,975 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 | |
Total cost of revenue | 15,808 | 15,429 | 70,246 | 71,630 | 112,066 | ||||||||
Gross profit | 1,918 | (5,341) | 14,969 | 13,886 | 1,602 | 224 | (1,093) | $ 11,652 | 18,985 | 25,116 | 29,768 | 30,880 | |
Operating expenses: | |||||||||||||
Research and development | 18,378 | 14,527 | 88,080 | 56,850 | 51,993 | ||||||||
Sales and marketing | 7,075 | 5,299 | 31,753 | 21,873 | 22,137 | ||||||||
General and administrative | 17,036 | 10,733 | 65,732 | 20,058 | 12,902 | ||||||||
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 | ||||||||||
Restructuring | 1,046 | $ 984 | 984 | ||||||||||
Total operating expenses | 42,489 | 31,605 | 179,020 | 98,781 | 87,032 | ||||||||
Operating loss | (40,571) | (111,454) | (2,742) | (9,705) | (30,003) | (29,764) | (26,888) | (2,642) | (153,904) | (69,013) | (56,152) | ||
Interest income | 103 | 112 | 152 | 1,146 | 630 | ||||||||
Interest expense | (36) | (6) | (106) | (77) | |||||||||
Other income (expense), net | (17) | (165) | (90) | 35 | (136) | ||||||||
Loss before income taxes | (40,521) | (30,062) | (153,948) | (67,909) | (55,672) | ||||||||
Provision for (benefit from) income taxes | 296 | 14 | 2,562 | 17 | (6,677) | (805) | 70 | 27 | (4,084) | (683) | 6,628 | ||
Net income (loss) | $ (40,817) | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) | ||
Net loss per share: | |||||||||||||
Basic and diluted (in USD per share) | $ (0.22) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) | ||
Weighted-average shares used in computing net loss per share: | |||||||||||||
Basic and diluted (in shares) | 189,222,807 | 137,911,975 | 148,088,589 | 133,942,714 | 129,948,023 | ||||||||
Products | |||||||||||||
Total revenue | $ 10,593 | $ 16,422 | $ 68,355 | $ 81,424 | $ 132,933 | ||||||||
Total cost of revenue | 15,629 | 15,126 | 69,115 | 69,903 | 111,081 | ||||||||
License and services | |||||||||||||
Total revenue | 7,133 | 609 | 27,007 | 19,974 | 10,013 | ||||||||
Total cost of revenue | $ 179 | $ 303 | $ 1,131 | $ 1,727 | $ 985 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||||||||
Net income (loss) | $ (40,817) | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) |
Other comprehensive income (loss), net of tax: | |||||||||||
Changes in unrealized gain on available for sale securities | (11) | 0 | (60) | 17 | 10 | ||||||
Foreign currency translation adjustments | (11) | (2) | 46 | (85) | (128) | ||||||
Total other comprehensive income (loss), net of tax | (22) | (2) | (14) | (68) | (118) | ||||||
Comprehensive income (loss) | $ (40,839) | $ (23,387) | $ (149,878) | $ (67,294) | $ (62,418) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination)As Originally Reported | Preferred stockSeries A ConvertiblePreferred Stock (Pre-Combination) | Preferred stockSeries B convertible preferred stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries B convertible preferred stock (Pre-Combination)As Originally Reported | Preferred stockSeries B convertible preferred stock (Pre-Combination) | Preferred stockSeries B1 convertible preferred stock (Pre-Combination)Retrospective Application of the Recapitalization | Preferred stockSeries B1 convertible preferred stock (Pre-Combination)As Originally Reported | Preferred stockSeries B1 convertible preferred stock (Pre-Combination) | Pre Combination Common StockRetrospective Application of the Recapitalization | Pre Combination Common StockAs Originally Reported | Pre Combination Common Stock | Common StockRetrospective Application of the Recapitalization | Common StockAs Originally Reported | Common Stock | Additional Paid-In CapitalRetrospective Application of the Recapitalization | Additional Paid-In CapitalAs Originally Reported | Additional Paid-In Capital | Accumulated other comprehensive (loss)/incomeRetrospective Application of the Recapitalization | Accumulated other comprehensive (loss)/incomeAs Originally Reported | Accumulated other comprehensive (loss)/income | Accumulated DeficitRetrospective Application of the Recapitalization | Accumulated DeficitAs Originally Reported | Accumulated Deficit | Retrospective Application of the Recapitalization | As Originally Reported | Total |
Balance at Dec. 31, 2017 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 13,000 | $ 0 | $ 13,000 | $ (9,000) | $ 143,525,000 | $ 143,516,000 | $ (30,000) | $ (30,000) | $ (32,020,000) | $ (32,020,000) | $ 111,479,000 | $ 111,479,000 | |||||
Balance (in shares) at Dec. 31, 2017 | (8,772,852) | 8,772,852 | (34,325,728) | 34,325,728 | 128,373,764 | 0 | 128,373,764 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | 46,817,000 | 46,817,000 | |||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 4,878,048 | ||||||||||||||||||||||||||
Repurchase of common stock | (2,659,000) | (2,659,000) | |||||||||||||||||||||||||
Repurchase of common stock (in shares ) | (217,885) | ||||||||||||||||||||||||||
Share-based compensation | 207,000 | 207,000 | |||||||||||||||||||||||||
Other comprehensive income, net of tax | (118,000) | (118,000) | |||||||||||||||||||||||||
Cumulative effect of changes in accounting policy | 189,000 | 189,000 | |||||||||||||||||||||||||
Net loss | (62,300,000) | (62,300,000) | |||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | ||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net loss | (2,182,000) | ||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | ||||||||||||||||||||||||||
Balance at Dec. 31, 2018 | 0 | 0 | 0 | 0 | $ 13,000 | 190,540,000 | (148,000) | (96,790,000) | 93,615,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 133,033,927 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | $ 1,000 | 49,789,000 | 49,790,000 | ||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 4,878,048 | ||||||||||||||||||||||||||
Share-based compensation | 135,000 | 135,000 | |||||||||||||||||||||||||
Other comprehensive income, net of tax | (68,000) | (68,000) | |||||||||||||||||||||||||
Net loss | (67,226,000) | (67,226,000) | |||||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | (10,000) | 240,474,000 | 240,464,000 | $ 0 | (216,000) | (216,000) | $ 0 | (164,016,000) | (164,016,000) | $ 0 | 76,246,000 | 76,246,000 |
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Share-based compensation | 21,000 | 21,000 | |||||||||||||||||||||||||
Other comprehensive income, net of tax | 0 | (2,000) | (2,000) | ||||||||||||||||||||||||
Net loss | 0 | (23,385,000) | (23,385,000) | ||||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14,000 | 240,485,000 | (218,000) | (187,401,000) | 52,880,000 | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | 0 | 137,911,975 | ||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | (10,000) | 240,474,000 | 240,464,000 | 0 | (216,000) | (216,000) | 0 | (164,016,000) | (164,016,000) | 0 | 76,246,000 | 76,246,000 |
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | ||||||||||||
Balance at Dec. 31, 2019 | $ (1,000) | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,000) | $ 3,000 | $ 0 | $ 14,000 | $ 0 | $ 14,000 | $ (10,000) | $ 240,474,000 | 240,464,000 | $ 0 | $ (216,000) | (216,000) | $ 0 | $ (164,016,000) | (164,016,000) | $ 0 | $ 76,246,000 | 76,246,000 |
Balance (in shares) at Dec. 31, 2019 | (8,772,852) | 8,772,852 | 0 | (1,375,440) | 1,375,440 | 0 | (1,375,440) | 1,375,440 | 0 | (34,252,578) | 34,252,578 | 0 | 137,911,975 | 0 | 137,911,975 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of Series convertible preferred stock | 19,919,000 | 19,919,000 | |||||||||||||||||||||||||
Issuance of Series convertible preferred stock (In shares) | 1,951,219 | ||||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost | $ 3,000 | 222,100,000 | 222,103,000 | ||||||||||||||||||||||||
Recapitalization transaction, net of transaction cost (in shares) | 29,025,846 | ||||||||||||||||||||||||||
Repurchase of common stock | (1,802,000) | (1,802,000) | |||||||||||||||||||||||||
Repurchase of common stock (in shares ) | (175,744) | ||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost | $ 1,000 | 82,734,000 | 82,735,000 | ||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost (in shares) | 7,198,898 | ||||||||||||||||||||||||||
Share-based compensation | 91,500,000 | 91,500,000 | |||||||||||||||||||||||||
Other comprehensive income, net of tax | (14,000) | (14,000) | |||||||||||||||||||||||||
Net loss | (149,864,000) | (149,864,000) | |||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18,000 | 656,717,000 | (230,000) | (315,682,000) | 340,823,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | ||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 14,000 | 240,485,000 | (218,000) | (187,401,000) | 52,880,000 | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | 0 | 137,911,975 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net loss | (9,727,000) | ||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18,000 | 656,717,000 | (230,000) | (315,682,000) | 340,823,000 | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 175,912,194 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost | $ 1,000 | 80,199,000 | 80,200,000 | ||||||||||||||||||||||||
Issuance of common stock under warrant exercises, net of issuance cost (in shares) | 6,973,882 | ||||||||||||||||||||||||||
Share-based compensation | 11,530,000 | 11,530,000 | |||||||||||||||||||||||||
Other comprehensive income, net of tax | 0 | (22,000) | (22,000) | ||||||||||||||||||||||||
Net loss | 0 | (40,817,000) | (40,817,000) | ||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 19,000 | $ 746,824,000 | $ (252,000) | $ (354,914,000) | $ 391,677,000 | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | 0 | 189,684,580 |
CONSOLIDATED STATEMENTS OF ST_3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | Apr. 01, 2020 | Oct. 26, 2019 | Sep. 04, 2018 |
Series B1 convertible preferred stock (Pre-Combination) | |||
Stock issuance costs | $ 81 | $ 210 | |
Series B convertible preferred stock (Pre-Combination) | |||
Stock issuance costs | $ 3,182 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
Net income (loss) | $ (40,817) | $ (23,385) | $ (149,864) | $ (67,226) | $ (62,300) |
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Depreciation and amortization | 2,053 | 2,171 | 8,394 | 7,993 | 6,791 |
Operating Lease, Right-of-Use Asset, Amortization Expense | 787 | 0 | |||
Write-off of deferred IPO costs | 3,548 | 0 | 0 | ||
Stock-based compensation | 11,530 | 21 | 91,500 | 135 | 207 |
Gain on sale of assets held-for-sale | (7,529) | 0 | 0 | ||
Provision for doubtful accounts | 1,682 | 314 | 511 | 110 | 77 |
Deferred income taxes | 4 | (1,941) | 5,845 | ||
Other | 161 | 0 | 137 | (358) | (65) |
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | (1,172) | 191 | (2,627) | 9,573 | 2,446 |
Inventories, net | (2,762) | (154) | 1,619 | (850) | 21,280 |
Prepaid and other current assets | 1,702 | (4,676) | 172 | (3,602) | (1,325) |
Contract assets | (2,438) | 0 | (11,253) | 38 | (38) |
Other assets | (2) | 98 | 53 | 1,080 | (939) |
Accounts payable | (3,856) | 4,591 | 687 | (45) | (4,391) |
Accrued expenses and other liabilities | (3,867) | (6,227) | (6,680) | 13,609 | (2,356) |
Contract liabilities | 1,892 | (6,232) | 2,891 | (1,746) | 4,265 |
Net cash used in operating activities | (35,107) | (33,288) | (68,437) | (43,230) | (30,503) |
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (601) | (829) | (3,277) | (5,225) | (6,886) |
Proceeds from sale of assets held-for-sale | 12,275 | 0 | 0 | ||
Proceeds from sales of short-term investments | 2,000 | 0 | 0 | 8,903 | 7,993 |
Proceeds from maturities of short-term investments | 7,000 | 2,200 | 2,200 | 53,650 | 12,777 |
Purchase of short-term investments | (91,932) | 0 | (145,725) | (28,823) | (35,331) |
Considerations paid for acquisition | 0 | (2,473) | 0 | ||
Proceeds from repayment of stockholder notes | 0 | 3,512 | 0 | ||
Proceeds from cancellation of corporate-owned life insurance policies | 0 | 0 | 2,064 | ||
Net cash provided by (used in) investing activities | (83,533) | 1,371 | (134,527) | 29,544 | (19,383) |
Cash flows from financing activities: | |||||
Proceeds from issuance of preferred stock, net of issuance costs of $81, $210 and $3,342 for 2020, 2019 and 2018, respectively | 19,919 | 49,790 | 46,658 | ||
Tax Withholding Payment For Vested Equity Awards | 37 | 0 | |||
Proceeds from Business Combination and PIPE offering, net of transaction costs of $4,095 | 247,039 | 0 | 0 | ||
Repurchase of common stock | (1,802) | 0 | (2,500) | ||
Proceeds from warrant exercises, net of transaction costs of $52 | 89,222 | 0 | 73,713 | 0 | 0 |
Payment Of Transaction Costs Related To Business Combination | 20,006 | 25 | |||
Cash paid for IPO costs | 0 | (634) | (1,143) | 0 | 0 |
Proceeds from notes payable | 10,000 | 0 | 0 | ||
Net cash provided by financing activities | 69,179 | (659) | 347,726 | 49,790 | 44,158 |
Effect of exchange rate fluctuations on cash and cash equivalents | 18 | (23) | (118) | (4) | (128) |
Net increase in cash and cash equivalents | (49,443) | (32,599) | 144,644 | 36,100 | (5,856) |
Beginning cash and cash equivalents | 204,648 | 60,004 | 60,004 | 23,904 | 29,760 |
Ending cash and cash equivalents | 155,205 | 27,405 | 204,648 | 60,004 | 23,904 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 36 | 6 | 106 | 77 | 14 |
Cash paid for (received from) income taxes, net | 333 | 13 | (7,800) | 545 | 2,412 |
Supplemental disclosure of noncash investing and financing activities: | |||||
Changes in accrued purchases of property, plant and equipment | 105 | 103 | 145 | (115) | (417) |
Transaction costs included in accrued liabilities | 5,000 | 592 | $ 25,057 | $ 0 | $ 0 |
Assets held for sale reclassification | $ 0 | $ 4,746 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issuance costs | $ 1,143 | $ 0 | $ 0 |
Transaction costs from Business Combination and PIPE offering | 4,095 | ||
Transaction costs from warrant exercises | 52 | ||
Preferred stock | |||
Stock issuance costs | $ 81 | $ 210 | $ 3,342 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company (SPAC). On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) with Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, Graf merged into the pre-combination Velodyne, with the pre-combination Velodyne surviving as a wholly-owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Liquidity The Company has funded its operations primarily through the Business Combination, PIPE offering, private placements of the pre-combination Velodyne convertible preferred stock and sales to customers. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $383.6 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Significant Accounting Policies Except for the change in certain policies upon adoption of the accounting standards described below, there have been no material changes to the Company's significant accounting policies, compared to the accounting policies described in Note 1, Description of Business and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report on Form 10-K for fiscal year 2020. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. Leases The Company determines if an arrangement is a lease at inception. The Company evaluates classification of leases at commencement and, as necessary, at modification. As of March 31, 2021, all leases are classified as operating leases except for certain immaterial equipment finance leases. Operating leases, consisting primarily office leases, are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the Company's Condensed Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and excludes lease incentives. Variable lease payments not dependent on an index or a rate, are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company's lease terms are the noncancelable period, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. As the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments over the lease term. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing where the lease was executed. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business, Background and Nature of Operations Velodyne Lidar, Inc. (the Company, Velodyne or Velodyne Lidar) provides smart vision solutions that are advancing the development of safe automated systems throughout the world. The Company’s technology, which is used in various automotive and non- automotive applications, is empowering the autonomous revolution by allowing machines to see their surroundings in real-time and in 3D. Graf Industrial Corp. (Graf), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company. On September 29, 2020 (the Closing Date), Graf consummated a business combination (the Business Combination) pursuant to an Agreement and Plan of Merger dated as of July 2, 2020, as amended on August 20, 2020 and clarified in an Acknowledgement Letter dated as of the same day (the Merger Agreement) by and among Graf, VL Merger Sub Inc., a wholly owned subsidiary of Graf, and Velodyne Lidar, Inc. (the pre-combination Velodyne). Immediately upon the consummation of the Business Combination, VL Merger Sub Inc. merged with and into the pre-combination Velodyne, with the pre-combination Velodyne surviving the merger as a wholly owned subsidiary of the Company. Graf changed its name to Velodyne Lidar, Inc. and the pre-combination Velodyne changed its name to Velodyne Lidar USA, Inc. On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Velodyne,” “Velodyne Lidar” and the “Company” refers to Velodyne Lidar Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. The Company has evaluated how it is organized and managed and has identified only one operating segment. Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. Principles of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination, issuances of preferred stock and sales to customers. As of December 31, 2020, the Company’s existing sources of liquidity included cash and cash equivalents of $350.3 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Reclassification Certain prior year balance sheet amounts have been reclassified to conform with current year presentation. Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at date of purchase to be cash equivalents. Cash equivalents were $129.4 million and $44.7 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments generally consist of commercial paper and corporate debt securities. Short-term investments were $145.6 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. They are classified as available-for-sale securities and are recognized at fair value. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive loss within the stockholders’ equity. Unrealized gains and losses on the Company’s short-term investments were not significant as of December 31, 2020 and December 31, 2019 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 The Company does not have any off-balance-sheet credit exposure related to its customers. Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical revenue, and assumptions about future demand and market conditions. The net change in the Company’s inventory reserve was $(0.7) million, $(1.8) million and $1.2 million, respectively, for 2020, 2019 and 2018. The estimated cost of inventories not expected to be used in production within one year is reflected in other assets in the consolidated balance sheets. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the respective assets. Additions, major improvements and betterments are capitalized, and maintenance and repairs are expensed as incurred. Assets are held in asset under construction until placed in service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the assets are as follows: buildings, 15-30 years; building improvements, 7-15 years, leasehold improvements, the lesser of 5 years or the lease term; machinery equipment furniture fixtures vehicles software Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record deprecation expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company’s operating expenses. Business Combinations For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which the Company obtains operating control over the acquired business. The consideration paid is determined on the acquisition date and the acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Assets acquired and liabilities assumed by the Company are recorded at their estimated fair values, while goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, the Company would record an impairment loss equal to the difference. Long-Lived Assets Long-lived assets, such as property, plant and equipment, intangible assets and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, as considered necessary. No impairment loss was recognized for all years presented. Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the consolidated statements of operations. Net foreign exchange gain (loss) recorded in the Company’s consolidated statements of operations was insignificant for all periods presented. Revenue Recognition The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods are transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically 60 days or less. The Company’s license and services revenue consist primarily of product development, validation and repair services, intellectual property (IP) license and royalties revenue. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. For product repair service, revenue is recognized when the repair services are complete and repaired products are shipped to customer. The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Contract liabilities are recorded when license payments received from licensees relating to long-term license contracts for which the Company has future obligations under the license agreements. The Company classifies contract liabilities as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company generally uses the cost plus margin approach to estimate SSP. For patent cross-license arrangements, the Company estimates the SSP of the patents based on historical or forecasted development costs for existing and future patents granted or to be granted to customers. Costs related to products delivered are recognized in the period revenue is recognized. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. The Company also provides service type extended warranties for an additional term ranging up to two Other Policies, Judgments and Practical Expedients Costs to obtain a contract. Right of return. Remaining performance obligations. expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months is recorded in long-term contract liability. Significant financing component. Contract modifications. Judgments and estimates. Research and Development Research and development costs are expensed as incurred. Advertising Advertising costs are expensed as incurred and were $1.4 million, $2.3 million and $1.7 million, respectively, for 2020, 2019 and 2018. Stock-Based Compensation Expense Stock-based compensation consists of expense for stock options, RSAs and RSUs granted to employees and nonemployees based on the stock award’s grant date fair value. The Company uses the fair market value of its common stock to estimate the fair value of its RSAs and RSUs and uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For market-based performance RSUs (PRSUs), the Company uses the Monte Carlo simulation model (a binomial lattice-based valuation model) to determine the fair value. Stock-based compensation expense for stock options and service-condition awards that are expected to vest is recognized on a straight-line basis over the requisite service period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. The Company recognizes forfeitures as they occur. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to outstanding shares of pre-combination Velodyne’s RSUs. As such, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The Company accounted for the modification as an exchange of the original award, that was not expected to vest, for a new award.The fair value of the RSUs were re-measured based on the fair market value of the underlying Velodyne common stock on the modification date. The compensation expenses resulting from the modification are recognized ratably over the remaining requisite service period or recognized immediately to the extent the RSU’s service condition has been satisfied as of the modification date. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of loss or the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No significant liabilities for loss contingencies were accrued as of December 31, 2020 and 2019. Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of revenue in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance as of the beginning of the period $ 4,322 $ 3,531 $ 1,317 Warranty provision 4,316 6,531 5,469 Consumption (2,700) (4,939) (4,055) Changes in provision estimates (3,734) (801) 800 Balance as of the end of the period $ 2,204 $ 4,322 $ 3,531 Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. |
Business Combination and Rela_3
Business Combination and Related Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Related Transactions | ||
Business Combination and Related Transactions | Note 2. Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with the pre-combination Velodyne's financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company's common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of March 31, 2021, the Company has $5.0 million of accrued transaction costs, consisting primarily of investment banking fees, in accrued expenses on the consolidated balance sheet. | Note 2. Business Combination and Related Transactions On September 29, 2020, the Company consummated a business combination with the pre-combination Velodyne pursuant to the Merger Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, the pre-combination Velodyne was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the pre-combination Velodyne issuing stock for the net assets of Graf, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of the Company are the historical financial statements of the pre-combination Velodyne. The net assets of Graf were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with the pre-combination Velodyne’s financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Graf entered into subscription agreements with certain investors (the PIPE Investors), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the Private Placement Shares) for an aggregate purchase price of $150.0 million (the Private Placement), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the Private Placement Shares were automatically converted into shares of the Company’s common stock on a one-for-one basis. The aggregate consideration for the Business Combination and proceeds from the Private Placement was approximately $1.8 billion, consisting of (i) $222.1 million in cash at the closing of the Business Combination, net of transaction expenses, and (ii) 150,277,532 shares of common stock valued at $10.25 per share, totaling $1,540.3 million. The common stock consideration consists of up to (1) 143,575,763 shares of Company common stock, including shares issuable in respect of vested equity awards of the pre-combination Velodyne, plus (2) 2,000,000 shares of Company common stock earned due to the satisfaction of the Earnout Condition on July 30, 2020, including 187,861 Earnout RSUs, which are subject to a six-month service condition and are not legally issued and outstanding shares of Company common stock at Closing, plus (3) 4,702,304 shares of Company common stock that were issued to Velodyne equity holders that did not opt to have their respective shares repurchased by the pre-combination Velodyne for cash in a pre-closing tender offer conducted by the pre-combination Velodyne (the Pre-Closing Tender Offer). The Company used $1.8 million of the proceeds to repurchase and retire 175,744 shares of Company common stock from certain stockholders in the Pre-Closing Tender Offer. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $29.1 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. As of December 31, 2020, the Company has $25.1 million of accrued transaction costs, consisting primarily of investment banking fees, in accrued expenses on the consolidated balance sheet. |
Revenue_2
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Revenue | Note 3. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2023, and thereafter, will make product sales royalty payments through February 2030. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. The Company recorded license revenue of $6.4 million related to these patent cross-license agreements for the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the Company recorded $3.6 million and $3.4 million, respectively, in current deferred revenue, and $13.9 million and $13.7 million, respectively, in long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of March 31, 2021 and December 31, 2020, the Company also recorded $13.7 million and $11.3 million, respectively, of contract assets related to these patent cross-license agreements. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 During the three months ended March 31, 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. | Note 3. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % In June 2020, the Company entered into a patent cross-license agreement related to its litigation settlement with a customer in Asia Pacific. Under the terms of the arrangement, the customer agreed to make a one-time license payment upon settlement, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. During 2020, the Company recognized license revenue of $19.7 million related to this agreement, representing 21% of total revenue for 2020. In September 2020, Velodyne entered into another patent cross-license agreement related to its litigation with a different customer in Asia Pacific. As of December 31, 2020, the Company recorded $3.4 million and $13.7 million, respectively, in current and long-term deferred revenue associated with the rights granted as part of these patent cross-license agreements to receive future patents as they represent stand ready obligations. As of December 31, 2020, the Company also recorded $11.3 million of contract assets related to these patent cross-license agreements. Products revenue for 2020 included a $11.1 million one-time stocking fee from a customer in North America. Contract Assets and Contract Liabilities Contract assets primarily relates to unbilled accounts receivable. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when revenue recognized on the guaranteed minimums at the inception of the contract when there is not yet a right to invoice in accordance with contract terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and reclassified to accounts receivable when billed in accordance with the terms of the contract. Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other long-term liabilities in the Company’s consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded. Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 During 2020, the Company reclassified customer deposit of $6.1 million to refund liabilities and refunded the entire amount to a customer. |
Fair Value Measurement_2
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement | ||
Fair Value Measurement | Note 4. Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments represent highly liquid commercial paper and corporate debt securities with maturities greater than 90 days at the date of purchase. Marketable securities with maturities greater than one year are classified as current assets because management considers all marketable securities to be available for current operations. | Note 4. Fair Value Measurement The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment securities with original maturities greater than three months and are included as current assets in the consolidated balance sheets. |
Balance Sheet Components_2
Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components | ||
Balance Sheet Components | Note 5. Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 Other Assets Other assets, non-current, consist of the following (in thousands): March 31, December 31, 2021 2020 Operating lease ROU assets $ 18,993 $ — Other 941 937 Total other assets $ 19,934 $ 937 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 | Note 5. Balance Sheet Components Accounts Receivables, Net Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 Inventories, Net Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 Non-current inventories consist of raw material components forecasted to be used in production later than twelve months from the respective balance sheet dates. The Company believes that these inventories will be utilized for future production plans. Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 Property, Plant and Equipment, Net Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 In March 2020, the Company reclassified the then carrying value of $4.7 million related to its Morgan Hill properties previously reported as property, plant and equipment to assets held for sale and included as other current assets in its consolidated balance sheets. On July 2, 2020, the Company sold the properties to a third-party buyer for $12.3 million and recorded a gain of $7.5 million in 2020. The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 Intangible Assets, Net Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 Long-Term Liabilities Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Mapper Acquisition
Mapper Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Mapper Acquisition | |
Mapper Acquisition | Note 6. Mapper Acquisition On July 3, 2019, the Company acquired technology, workforce and certain assets of Mapper.ai, Inc. (Mapper), an on-demand map solution company, for a total of $2.5 million in cash. The acquisition was accounted for using the purchase method of accounting for business combinations. The total purchase price is allocated to acquired assets based on their estimated fair value at the acquisition date as follows (in thousands): Assets Acquired: Amount Developed technology $ 1,140 Property and equipment 144 Goodwill 1,189 Total purchase price $ 2,473 The excess of the purchase price over the tangible and intangible assets acquired has been recorded as goodwill. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing operations and is amortizable for income tax purposes. Management integrates the Mapper acquisition into its existing business structure, which is comprised of a single reporting unit. Developed technology is amortized on a straight-line basis over its estimated useful life of 3 years. Acquisition- related costs of $0.2 million were expensed in the period incurred within general and administrative expense in the Company’s consolidated statement of operations. The results of operations related to this acquisition have been included in the Company’s consolidated statements of operations from the acquisition date. Pro forma disclosures have not been provided since the acquisition did not have, and is not expected to have, a material impact on the Company’s results of operations. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Loss | Note 7. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) During the three months ended March 31, 2021 and March 31, 2020, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. | Note 7. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) During 2020, 2019 and 2018, there were no significant amounts related to foreign currency translation loss or realized gains or loss on investments reclassified to net loss from accumulated other comprehensive loss. |
Credit Facilities and Notes P_3
Credit Facilities and Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Credit Facilities and Notes Payable | ||
Credit Facilities and Notes Payable | Note 8. Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020, December 2020 and March 2021, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and was extended to February 26, 2022. The Company had no outstanding borrowings and was in compliance with the financial covenants associated with the facility as of March 31, 2021. On April 8, 2020, the Company received loan proceeds of $10.0 million under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of March 31, 2021. | Note 8. Credit Facilities and Notes Payable In January 2020, the Company entered into a loan and security agreement with a financial institution (the 2020 Revolving Line), as amended in September 2020 and in December 2020, which provides a revolving line of credit of $25.0 million, with an option to increase the credit limit up to additional $15.0 million with the bank’s approval. As part of the Revolving Line, there is a letters of credit sub-limit of $5.0 million. The advances under the Revolving Line bear interest at a rate per annum equal to prime rate plus an applicable margin of 1.5% for prime rate advances, or LIBOR rate plus an applicable margin of 2.5% for LIBOR advances. Unused revolving line facility fee is 0.15% per annum of average unused portion of the Revolving Line. In addition, there is a $50,000 non-refundable commitment fee if the Company exercises the Incremental Revolving Line option. The Revolving Line is secured by certain assets of the Company. The 2020 Revolving Line expired on February 27, 2021 and the Company intends to extend for one additional year. The Company had no outstanding borrowings and was in compliance with the financial covenants associated with the facility as of December 31, 2020. On April 8, 2020, the Company received loan proceeds of $10.0 million under the CARES Act’s Paycheck Protection Program (PPP). The principal and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels and that approval is received from the relevant government entity. The unforgiven portion of the PPP Loan is payable in two years at an interest rate of 1% per annum, with a deferral of interest payments for ten months after the expiration of the 24-week covered period. The PPP loan balance of $10.0 million was included in other long-term liabilities in the Company’s consolidated balance sheet as of December 31, 2020. |
Stockholders' Equity_2
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Stockholders' Equity | Note 9. Stockholders’ Equity Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20 -trading days within a 30 -trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | Note 9. Stockholders’ Equity Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 (Closing Date) Preferred Stock Conversion Ratio Common Stock Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $162.9 million in net proceeds from the exercises of warrants in 2021 as of March 31, 2021. Dividend The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. |
Stock-Based Compensation_2
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Stock-Based Compensation | Note 10. Stock-Based Compensation 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company's stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units (RSUs) and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The number of shares reserved was 36,738,678 and the remaining shares available for issuance under the 2020 Equity Plan was 18,036,298 as of March 31, 2021. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years , beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The number of shares reserved and available for issuance under the ESPP was 5,293,055 as of March 31, 2021. The Board has approved the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock Incentive Awards As of March 31, 2021, the Company has certain equity incentive awards outstanding, which include stock options, RSAs and RSUs under its 2020 Stock Plan. In the three months ended March 31, 2021, the Company granted RSUs to certain employees and directors pursuant to its 2020 Stock Plan. The RSUs are subject to time-based vesting criteria and vest on a quarterly basis over a four-year period, or 25 percent upon the one-year anniversary date from initial vesting date, with the remainder vesting quarterly over the following three years. A summary of stock option activities is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 A summary of RSA and RSU activities is as follows: Shares Weighted Average RSA: RSAs outstanding as of December 31, 2020 4,183,624 $ 1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $ 1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $ 12.43 Granted 1,372,632 $ 12.58 Released (6,801,635) $ 12.23 Forfeited (533,418) $ 12.23 RSUs outstanding as of March 31, 2021 6,021,215 $ 12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $ 6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $ 6.72 The Company uses primarily the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. Stock-Based Compensation Expense The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 The Company recognizes forfeitures as they occur. As of March 31, 2021, unrecognized compensation cost related to RSUs and stock options was $64.1 million and $0.6 million, respectively, which was expected to be recognized over a weighted average period of 2.5 years and 2.7 years, respectively. | Note 10. Stock-Based Compensation Pre-Combination Velodyne Stock Incentive Plans Prior to the Business Combination, commencing in 2008, the Board of Directors of the pre-combination Velodyne approved the 2007 Incentive Stock Plan (2007 Stock Plan) and the 2016 Stock Plan. The 2007 Stock Plan provided for the granting of stock-based awards in the form of stock options and restricted stock awards to employees. The 2016 Stock Plan provides for the direct award or sale of shares, the grant of stock options and restricted stock units (RSUs) to employees, directors and consultants. As a result of the Business Combination, the stockholders of the Company approved the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Equity Plan). In accordance with the Merger Agreement, the Board approved cancelling and converting all outstanding equity-awards granted under the 2007 Stock Plan and 2016 Stock Plan into equity-based awards under the 2020 Incentive Plan effective upon the consummation of the Business Combination, based on exchange ratios established in the Merger Agreement with the same general terms and conditions corresponding to the original awards. The Company rolled forward all outstanding options, RSAs and RSUs granted under the 2007 Stock Plan and 2016 Stock Plan into same type of equity-based awards under the 2020 Equity Plan effective upon the consummation of the Business Combination. The shares under the 2007 Stock Plan and 2016 Stock Plan have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. 2020 Equity Incentive Plans In connection with the Business Combination, on September 29, 2020, the Company’s stockholders approved the 2020 Equity Plan and the 2020 Employee Stock Purchase Plan (the 2020 ESPP). The 2020 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 27,733,888, approximately 16% of the number of shares of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Equity Plan. The 2020 Equity Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, (b) 10,000,000 Common Shares, or (c) a number of Common Shares determined by the Board. This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Under the 2020 ESPP, there are initially 3,492,097 authorized but unissued or reacquired shares of common stock reserved for issuance, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than 20 years, beginning on January 1, 2021, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of our common stock on such date, (ii) 2,500,000 shares of our common stock or (iii) a lesser amount determined by the Compensation Committee or the Board. The Board has adopted the sell-to-cover method as the tax withholding method for stock awards upon settlement, pursuant to which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the awards to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. During 2020, there were 187,861 shares of Earnout RSU issued under the 2020 Equity Plan, which are subject to a six-month Stock Options, RSAs and RSUs In December 2015, the Company granted RSAs to two employees under the 2007 Stock Plan. The RSAs are subject to a time-based vesting condition and a liquidity event vesting condition, which is (i) an initial public offering, or (ii) a Company sale event, both of which must be satisfied on or before the 10-year Beginning March 2017, the Company granted options and RSUs to certain employees, directors and consultants pursuant to the 2016 Stock Plan. Options expire in 10 years from the date of grant and typically vest 25 percent upon the one-year 7 7 one-year In May 2020, the Company granted market-based performance RSUs (PRSUs) that contain service, liquidity event condition and market conditions to vest in the underlying common stock. The PRSUs vest upon the three-year anniversary date from initial vesting date and the number of shares that vests is ultimately dependent on the value of the Company’s stock at the vesting date. A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 A summary of RSA and RSU activities under the Company’s equity plans is as follows: Weighted Average Grant Date Shares per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $ 4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $ 19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $ 6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to approximately 11.8 million outstanding shares of pre-combination Velodyne’s RSUs held by approximately 330 current and former employees and directors. As such, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The fair value of the RSUs were re-measured to $12.23 per share, which was based on the fair market value of the underlying Velodyne common stock on the modification date. Stock-Based Compensation Expense Prior to the business combination, no compensation expense had been recognized for the RSAs and RSUs granted under the pre-combination Velodyne’s stock incentive plans because the liquidity event vesting condition was not probable of being met. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to the pre-combination Velodyne’s RSUs. Therefore, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. Total fair value of the modified RSUs was $144.4 million based on the fair market value of the underlying Velodyne common stock on the modification date. The value of the modified RSUs was recognized as compensation expense immediately for the vested RSUs as of the modification date, and from the modification date through the remaining requisite service period for the RSUs expected to vest. On October 30, 2020, the Company recorded approximately $77.5 million of compensation expense that resulted from the RSU modification. No incremental compensation costs were recognized on conversion of the options as the fair value of the options issued were equivalent to the fair value of the outstanding options of the 2016 Stock Plan. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options and uses the Monte Carlo simulation model to determine the fair value of its market-based PRSUs. The Monte Carlo simulation model uses multiple input variables to determine the probability of satisfying the market condition requirements. The fair value of the PRSUs is not subject to change based on future market conditions. The determination of the fair value for stock options and PRSUs requires judgment, including estimating the fair market value of common stock, stock-price volatility, expected term, expected dividends and risk-free interest rates. The expected volatility rates are estimated based on historical volatilities of the Company’s peers’ common stock over a period of time that approximates the expected term of the options. Due to lack of historical data on employees’ option exercises, the Company estimates the expected term of the options using the simplified method, which calculates the expected term equal to the midpoint between the vesting period and the maximum contractual term. Expected dividends are estimated based on the Company’s dividend history as well as the Company’s current projections. The risk-free interest rate for periods approximating the expected terms of the options or the PRSUs is based on the U.S. Treasury yield curve in effect at the time of grant. The following table sets forth the weighted average grant date fair value for options and the assumptions used as inputs for the Black-Scholes option pricing model: Year Ended Weighted average grant date fair value of options $ 2.10 Expected term, in years 5.55 Expected volatility 39.82 % Risk-free interest rate 0.371 % Expected dividend yield — The following table sets forth the weighted average modification date fair value for PRSUs and the assumptions used as inputs for the Monte Carlo simulation model: Year Ended Weighted average modification date fair value of PRSUs $ 6.72 Expected term, in years 2.17 Expected volatility 49.00 % Risk-free interest rate 0.15 % Expected dividend yield 0.00 % The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 The Company recognizes forfeitures as they occur. As of December 31, 2020, unrecognized compensation cost related to RSUs and stock options was $62.9 million and $0.7 million, respectively, which was expected to be recognized over a weighted average period of 2.33 2.93 |
Net Loss Per Share_2
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | ||
Net Loss Per Share | Note 11. Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of March 31, 2021, there were 18,897,070 warrants exercised and 14,172,780 shares of common stocks issued under warrant exercises. The 5,979,442 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 | Note 11. Net Loss Per Share Pursuant to the Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to September 29, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which the pre-combination Velodyne common and preferred stock converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Warrants to purchase 24,876,512 shares of common stock at $11.50 per share were issued during Graf’s initial public offering. As of December 31, 2020, there were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises. The 15,277,974 outstanding warrants were excluded from the basic and diluted net loss per share as they were anti-dilutive given the Company had a net loss for all periods presented. The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Retirement Plan_2
Retirement Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Retirement Plan | ||
Retirement Plan | Note 12. Retirement Plan The Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax-qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service (IRS). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.2 million and $0.3 million, respectively, for the three months ended March 31, 2021 and March 31, 2020. | Note 12. Retirement Plan The Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax- qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the Internal Revenue Service ("IRS"). The Company matches 25% of employees’ eligible contributions. The Company’s matching contributions were $0.8 million, $0.9 million and $0.9 million, respectively, for 2020, 2019 and 2018. |
Restructuring_2
Restructuring | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restructuring | ||
Restructuring | Note 13. Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred primarily related to employee termination costs. The Company incurred restructuring costs of $1.0 million for the three months ended March 31, 2020. The restructuring plan was completed in 2020. | Note 13. Restructuring In March 2020, the Company initiated a restructuring plan to downsize the manufacturing function and related engineering and administrative functions in its California locations. The purposes of this plan are to align resource requirements with the Company’s initiatives to lower the Company’s cost structure and to increase its production capacity by outsourcing a majority of its manufacturing activities. The Company’s restructuring expenses incurred to date primarily related to employee termination costs. The following table summarizes the Company’s costs incurred during 2020, estimated additional costs to be incurred and estimated total costs expected to be incurred under the restructuring program as of December 31, 2020 (in thousands): Cost Incurred Cumulative Estimated Total Employee termination benefits $ 984 $ 984 $ — $ 984 The following table summarizes the changes in restructuring liabilities during 2020 (in thousands): Year Ended December 31, 2020 Restructuring liabilities, beginning $ — Provisions and adjustments 984 Cash payments (984) Restructuring liabilities, ending $ — |
Income Taxes_2
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Taxes | Note 14. Income Taxes The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended March 31, 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % The quarterly income tax provision reflects an estimate of the corresponding year’s annual effective tax rate and includes, when applicable, adjustments for discrete items. The tax provision for the periods presented primarily relates to income taxes of non-U.S. operations as the U.S. operations were in a loss position and the Company maintains a full valuation allowance against its U.S. deferred tax assets. The Company is subject to income taxes in the United States, China and Germany. The Company’s effective tax rate changed from 22.2% in the three months ended March 31, 2020 to (0.7)% in the three months ended March 31, 2021. This change was primarily due to the $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. Enacted on March 27, 2020, the CARES Act provides emergency assistance and health care response for businesses affected by the coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In May 2020, the Company received a $7.1 million tax refund related to the carryback of a portion of its 2019 net operating losses to 2017. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. | Note 14. Income Taxes Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides emergency assistance and health care response for businesses affected by the 2020 coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In April 2020, we filed a claim to carryback a portion of our 2019 net operating losses to 2017 and received a $7.1 million tax refund in May 2020. The Company recorded a $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % The Company’s effective tax rates differ from the federal statutory rate primarily due to state taxes, research and development credits, valuation allowance, tax impact related to the 2019 CARES Act, and other permanent adjustments. The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) Income taxes are accounted for using an asset-and-liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. If applicable, a valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. Further, the Company establishes liabilities or reduces assets for uncertain tax positions when it believes certain tax positions are not more likely than not of being sustained if challenged. Revaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation, and new audit activity. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, The Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the cumulative historical losses generated by the Company and the projected losses in the future, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a net valuation allowance on its deferred tax assets of $75.6 million and $41.5 million as of December 31, 2020 and December 31, 2019, respectively. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. The Company also has federal and California research and development tax credit carryforwards of $9.5 million and $5.8 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely. The Company also has federal foreign tax credit carryforwards of $3.5 million that will expire beginning in 2029. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company accrued immaterial interest on uncertain tax benefits associated with unrecognized tax benefits, and had immaterial cumulative interest and penalties as of December 31, 2020 and December 31, 2019. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 The unrecognized tax benefits, if recognized, would impact the income tax provision by $0.5 million, $1.3 million, and $1.6 million as of December 31, 2020, 2019 and 2018, respectively. The remaining unrecognized tax benefits would not impact the income tax provision as there would be an offset by the reversal of related deferred tax assets subject to a full valuation allowance. The Company’s major tax jurisdictions are the United States and California and the earliest year open for examination is the 2016 tax year. The Company’s 2017 and 2018 tax years are currently under IRS examination. The Company believes that an adequate provision has been made for any adjustments that may result from the tax examination. Although the timing of the resolution, settlement, and closure of the audit is not certain, the Company does not believe it is reasonably possible that the Company’s unrecognized tax benefits will materially change in the next 12 months. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 15. Commitments and Contingencies Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Employment Matters On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01486-SI. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against the Company, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against the Company, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations, controls and prospects and seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between July 2, 2020 and March 17, 2021. The Company believes that the putative class actions are likely to be consolidated and proceed as a single litigation. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names the Company as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21-cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserts claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. Contingency Assessment The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. As of March 31, 2021, the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | Note 15. Commitments and Contingencies Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor company is owned by one of the Company’s officers. Please see Note 17. Related Party Transactions. The Company also entered into capital leases for purchasing of information technology equipment. As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 Rent expense under operating leases was approximately $4.4 million, $4.3 million and $4.1 million, respectively, for 2020, 2019 and 2018. Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year . The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non- infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to Amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Hesai and RoboSense Litigation On August 13, 2019, the Company filed separate complaints against Hesai Photonics Technology Co., Ltd. (Hesai) (5:19-cv-4742-EJD) and Suteng Innovation Technology Co., Ltd. (RoboSense) (5:19-cv-4746-EJD), in the United States District Court for the Northern District of California. These complaints allege infringement of the ‘558 patent by Hesai and RoboSense, respectively. In both cases, the Company sought, among other relief, a permanent injunction and to be determined monetary damages adequate to compensate us for the alleged infringement. Both cases were stayed pending resolution of the ITC investigation (No. 337-TA-1173). On July 8, 2020, Velodyne filed a Notice of Dismissal with Prejudice of the Hesai case (5:19-cv-4742-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. The Hesai case is now terminated. On September 30, 2020, the Company filed a Notice of Dismissal with Prejudice of the RoboSense case (5:19-cv-4746-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. The RoboSense case is now terminated. On August 15, 2019, the Company also filed a patent infringement complaint with the United States International Trade Commission (ITC) against Hesai and RoboSense. The complaint filed with the ITC alleges violations of Section 337 of the Tariff Act of 1930, as amended, by both Hesai and RoboSense and requests that the ITC investigate Hesai and RoboSense for unlawfully importing and selling products that infringe upon the ‘558 patent. On August 28, 2019, the Company filed a supplement with the ITC. The Company is asking the ITC to issue permanent limited exclusion orders and permanent cease and desist orders against Hesai and RoboSense to stop the importation and sale of the following products in the United States: (a) rotating 3-D lidar devices; (b) components thereof; and (c) sensing systems containing the same. On September 11, 2019, the Company received notice that the ITC instituted an investigation of Hesai and RoboSense (No. 337-TA-1173). On July 8, 2020, Velodyne and Hesai jointly moved to terminate the ITC investigation with respect to Hesai pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. On July 13, 2020, the ALJ issued Order No. 33, granting the joint motion. Order No. 33 is an Initial Determination that terminates Hesai from the Investigation. On August 4, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to Hesai. As a result, the case against Hesai is now terminated. On September 30, 2020, Velodyne and RoboSense filed a Joint Motion for and Memorandum in Support of Termination of the Investigation based on the Litigation Settlement and Patent Cross License Agreement discussed further below. On October 1, 2020, the ALJ issued Order No. 48 granting the joint motion. Order No. 48 is an Initial Determination that terminates RoboSense from the Investigation. On October 15, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to RoboSense. As a result, the case against RoboSense is now terminated. On November 8, 2019, Velodyne Lidar, Inc., Velodyne Europe GmbH, Gotting KG, and IFTAS GmbH were sued by Hesai for alleged patent infringement before the District Court of Frankfurt, Germany (Docket No. 2-6 O 461/19). Hesai sought money damages and an injunction. On July 8, 2020, Hesai withdrew the case pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. This case is now terminated. On April 30, 2020, Hesai filed four cases in the Shanghai Intellectual Property Court against the Company, Beijing Velodyne Laser Technology Co., Ltd (Velodyne Beijing), and Shanghai Keming Instrument Co., Ltd (Keming) (collectively, Defendants). The cases were docketed by the court on May 6, 2020. Hesai asserts that the Defendants infringed three patents registered in the People’s Republic of China. Each case sought an injunction and monetary damages. On July 8, 2020, Hesai withdrew the four China cases pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. These cases are now terminated. On June 24, 2020, the Company entered into a Litigation Settlement and Patent Cross-License Agreement with Hesai to resolve all of the disputes between the parties, as described above, and agreed on the terms of a patent cross-license and releases of liability. Under the terms of the settlement, Hesai agreed to make a one-time payment to compensate the Company for Hesai’s past use of the Company’s technologies, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. The parties also agreed to terminate all of the matters related to Hesai described above. On September 21, 2020, Velodyne entered into a Litigation Settlement and Patent Cross-License Agreement with RoboSense to resolve all of the disputes between Velodyne and RoboSense, as described above, and agreed on the terms of a patent cross-license and releases of liability. The parties also agreed to terminate all of the litigation matters between Velodyne and RoboSense described above. Employment Matters On April 3, 2020, a former employee filed a class action lawsuit in the United States District Court for the Northern District of California. The complaint alleges that the Company violated the federal Worker Adjustment and Retraining Notification Act, or WARN Act, and California WARN Act in connection with its termination of the employment of the plaintiff and other similarly situated employees. The plaintiff seeks to certify the action as a class action and seeks various other remedies on behalf of himself and others, including unpaid wages, salaries, commissions, bonuses and other compensation and benefits that would have accrued during the following 60 days. The parties have reached an agreement to resolve the case and the plaintiff filed a voluntary dismissal of the case on June 29, 2020 in accordance with the terms of the settlement. This case is now terminated. On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021 . Business Combination On August 4, 2020, a purported shareholder of Graf commenced a putative class action against Graf and its directors in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that the Board members, aided and abetted by Graf, breached their fiduciary duties by entering into the Merger Agreement with Velodyne. The Plaintiff alleges that the Merger Agreement undervalues Graf, was the result of an improper process and that Graf’s disclosure concerning the proposed Merger is inadequate. As a result of these alleged breaches of fiduciary duty, the Plaintiff seeks, among other things, an award of rescissory damages. The Company believes the claim is without merit and intends to defend itself vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, Case No. 21-cv-01486. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages. The Company believes the claim is without merit and intend to defend ourselves vigorously. On March 12, 2021, Robert Reese, a purported shareholder of the Company, filed a putative class action lawsuit entitled Reese v. Velodyne Lidar, Inc et al. Moradpour v. Velodyne Lidar, Inc On March 12, 2021, a shareholder derivative lawsuit was filed by Peter D’Arcy against current and former Velodyne Board members and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and against Velodyne Lidar, Inc. as a nominal defendant. The case, filed in the United States District Court for the District of Delaware, asserts claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim against Gopalan and Hamer. The allegations center on recent public statements and securities filings made by Velodyne, beginning with the company’s November 9, 2020 Form 10-Q and continuing through the Form 8-K filed on March 4, 2021, and on recent public statements and securities filings made by David Hall and Marta Thoma Hall. On March 16, 2021, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by purported shareholders David Kondner and Brandon Jordan against the same defendants as named in D’Arcy’s complaint. The complaint by Kondner and Jordan makes similar allegations as those in D’Arcy’s complaint and seeks damages purportedly on behalf of the Company for alleged breaches of fiduciary duty and waste of corporate assets by the defendants. Velodyne intends to retain counsel and vigorously contest the allegations in both actions. Accruals for Loss Contingencies The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. During 2020, the Company had accrued and paid $2.4 million for loss contingencies in connection with the settlement of certain employment related legal proceedings. As of December 31, 2020 the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. |
Segment, Geographic and Custo_5
Segment, Geographic and Customer Concentration Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment, Geographic and Customer Concentration Information | ||
Segment, Geographic and Customer Concentration Information | Note 16. Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces Lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of March 31, 2021 and December 31, 2020. | Note 16. Segment, Geographic and Customer Concentration Information The Company conducts its business in one operating segment that develops and produces lidar sensors for use in industrial, 3D mapping, drones and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 The Company’s long-lived assets, consisting primarily of property, plant and equipment, were primarily located in the United States as of December 31, 2020 and December 31, 2019. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | Note 17. Related Party Transactions Certain holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of March 31, 2021 and December 31, 2020, the Company had $3.2 million and $6.3 million, respectively, of payable and accrued purchases and $8.5 million and $15.0 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $0.2 million and $1.5 million, respectively, of receivables from this stockholder which was included in other current assets as of March 31, 2021 and December 31, 2020. The Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.5 million and $0.4 million, respectively, as of March 31, 2021 and December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its former officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of March 31, 2021, future minimum lease payments totaled $23.5 million related to this facility. Lease cost and rent expense under this lease was $0.8 million and $0.8 million, respectively, for the three months ended March 31, 2021 and 2020. | Note 17. Related Party Transactions Four holders of the pre-combination Velodyne’s convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of December 31, 2020 and December 31, 2019, the Company had $6.3 million and $2.7 million, respectively, of payable and accrued purchases and $15.0 million and $24.9 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $1.5 million and $2.7 million, respectively, of receivables from this stockholder which was included in other current assets as of December 31, 2020 and December 31, 2019. During 2020, the Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.4 million as of December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. On September 29, 2020, in connection with the Business Combination, the Company repurchased 175,744 shares of common stock (post-conversion) from certain holders of pre-combination Velodyne’s common stock, who are family members of one of the Company’s officers. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of December 31, 2020, future minimum lease payments totaled $24.3 million related to this facility. Rent expense under this lease was $3.3 million, $3.1 million and $3.0 million, respectively, for 2020, 2019 and 2018. In January 2017 and December 2016, the Company issued two interest-bearing unsecured promissory notes totaling $3.5 million to one of its officers for purposes of financing the acquisition of the above headquarters facility. The loan accrued interest at a rate of 3.15% per annum. As of December 31, 2019, immediately prior to repayment, the aggregate outstanding balance of the loan was approximately $3.6 million, including aggregate accrued and unpaid interest of $0.1 million. The officer made monthly interest-only payments to the Company on the loan beginning in December 2017 and repaid all outstanding principal and interest due under the two promissory notes on December 31, 2019. In August 2016, the Company entered into an agreement with one of its officers and Velodyne Acoustics, LLC (Acoustics), a company formerly owned by the officer. Pursuant to which Acoustics agreed to, among other things, indemnify, defend and hold harmless the pre-combination Velodyne from and against any and all liabilities relating to, arising out of or resulting from certain litigation matters (Litigation Indemnification Agreement). The litigation matters giving rise to the indemnification obligations involved certain employment-related claims of two former employees of Velodyne Acoustics, which was the predecessor of Acoustics. In November 2019, the Company elected not to seek indemnification from Acoustics for the litigation matters under the terms of the Litigation Indemnification Agreement and assumed control and financial responsibility for the litigation matters. By not seeking indemnification from Acoustics, the Company has paid approximately $2.5 million in settlements in connection with the litigation matters and $2.5 million in legal costs as of December 31, 2020, all of which are included in general and administration in the statement of operations. Such payments and costs incurred that were the subject of the Litigation Indemnification Agreement indirectly benefit the officer and controlling shareholder of the Company, the former sole owner of Acoustics. The Company believes that the litigation matters covered by the Litigation Indemnification Agreement are complete and the Company does not expect to incur additional expenses related to these litigation matters. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results of Operations (Unaudited) | |
Quarterly Results of Operations (Unaudited) | Note 18. Quarterly Results of Operations (Unaudited) The following table represents selected quarterly results of operations information (in thousands, except share and per share data): Three Months Ended Mar. 31, 2019 Jun. 30, 2019 Sep. 30, 2019 Dec. 31, 2019 Mar. 31, 2020 Jun. 30, 2020 Sep. 30, 2020 Dec. 31, 2020 (in thousands) Total revenue $ 39,823 $ 29,086 $ 13,517 $ 18,972 $ 17,031 $ 28,386 $ 32,099 $ 17,846 Gross profit (loss) 18,985 11,652 (1,093) 224 1,602 13,886 14,969 (5,341) Operating loss (2,642) (9,719) (26,888) (29,764) (30,003) (9,705) (2,742) (111,454) Provision for (benefit from) income taxes 27 25 70 (805) (6,677) 17 2,562 14 Net loss (2,182) (9,476) (26,827) (28,741) (23,385) (9,727) (5,295) (111,457) Net loss per share, basic and diluted $ (0.02) $ (0.07) $ (0.20) $ (0.21) $ (0.17) $ (0.07) $ (0.04) $ (0.64) |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. |
Principles of Consolidation and Liquidity | Principles of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination, issuances of preferred stock and sales to customers. As of December 31, 2020, the Company’s existing sources of liquidity included cash and cash equivalents of $350.3 million and available borrowing capacity of $25.0 million under a revolving credit facility. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Risk | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. |
Reclassification | Reclassification Certain prior year balance sheet amounts have been reclassified to conform with current year presentation. | |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at date of purchase to be cash equivalents. Cash equivalents were $129.4 million and $44.7 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments generally consist of commercial paper and corporate debt securities. Short-term investments were $145.6 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. They are classified as available-for-sale securities and are recognized at fair value. Unrealized gains and losses, net of tax, are reported as a separate component of accumulated other comprehensive loss within the stockholders’ equity. Unrealized gains and losses on the Company’s short-term investments were not significant as of December 31, 2020 and December 31, 2019 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value. | |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 The Company does not have any off-balance-sheet credit exposure related to its customers. | |
Inventories | Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on a consideration of marketability and product life cycle stage, product development plans, component cost trends, demand forecasts, historical revenue, and assumptions about future demand and market conditions. The net change in the Company’s inventory reserve was $(0.7) million, $(1.8) million and $1.2 million, respectively, for 2020, 2019 and 2018. The estimated cost of inventories not expected to be used in production within one year is reflected in other assets in the consolidated balance sheets. | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated based on the straight-line method over the estimated useful lives of the respective assets. Additions, major improvements and betterments are capitalized, and maintenance and repairs are expensed as incurred. Assets are held in asset under construction until placed in service, upon which date, the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the assets are as follows: buildings, 15-30 years; building improvements, 7-15 years, leasehold improvements, the lesser of 5 years or the lease term; machinery equipment furniture fixtures vehicles software | |
Assets Held for Sale | Assets Held for Sale The Company considers assets to be held for sale when management approves and commits to a plan to actively market the assets for sale at a reasonable price in relation to its fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company ceases to record deprecation expenses and measures the assets at the lower of their carrying value or estimated fair value less costs to sell. Assets held for sale are included as other current assets in the Company’s consolidated balance sheets and the gain or loss from sale of assets held for sale is included in the Company’s operating expenses. | |
Business combinations | Business Combinations For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which the Company obtains operating control over the acquired business. The consideration paid is determined on the acquisition date and the acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Assets acquired and liabilities assumed by the Company are recorded at their estimated fair values, while goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. | |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, the Company compares the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, the Company would record an impairment loss equal to the difference. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as property, plant and equipment, intangible assets and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, as considered necessary. No impairment loss was recognized for all years presented. | |
Foreign Currency | Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the U.S. and certain of its subsidiaries operating outside of the U.S. For transactions entered into a currency other than its functional currency, the monetary assets and liabilities are re-measured into U.S. dollars at the current exchange rate as of the applicable balance sheet date, and all non-monetary assets and liabilities are re-measured at historical rates. Income and expenses are re-measured at the average exchange rate prevailing during the period. Gains and losses resulting from the re-measurement of these subsidiaries’ financial statements are included in the consolidated statements of operations. For foreign subsidiaries whose functional currency is the local currency, assets and liabilities are translated at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive loss. Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the consolidated statements of operations. Net foreign exchange gain (loss) recorded in the Company’s consolidated statements of operations was insignificant for all periods presented. | |
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods are transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically 60 days or less. The Company’s license and services revenue consist primarily of product development, validation and repair services, intellectual property (IP) license and royalties revenue. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. For product repair service, revenue is recognized when the repair services are complete and repaired products are shipped to customer. The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon delivery of the IP if there are no substantive future obligations to perform under the arrangement. Contract liabilities are recorded when license payments received from licensees relating to long-term license contracts for which the Company has future obligations under the license agreements. The Company classifies contract liabilities as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company generally uses the cost plus margin approach to estimate SSP. For patent cross-license arrangements, the Company estimates the SSP of the patents based on historical or forecasted development costs for existing and future patents granted or to be granted to customers. Costs related to products delivered are recognized in the period revenue is recognized. The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Please see Product Warranty for accounting policy on standard warranties. The Company also provides service type extended warranties for an additional term ranging up to two Other Policies, Judgments and Practical Expedients Costs to obtain a contract. Right of return. Remaining performance obligations. expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months is recorded in long-term contract liability. Significant financing component. Contract modifications. Judgments and estimates. | |
Research and Development | Research and Development Research and development costs are expensed as incurred. | |
Advertising | Advertising Advertising costs are expensed as incurred and were $1.4 million, $2.3 million and $1.7 million, respectively, for 2020, 2019 and 2018. | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation consists of expense for stock options, RSAs and RSUs granted to employees and nonemployees based on the stock award’s grant date fair value. The Company uses the fair market value of its common stock to estimate the fair value of its RSAs and RSUs and uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For market-based performance RSUs (PRSUs), the Company uses the Monte Carlo simulation model (a binomial lattice-based valuation model) to determine the fair value. Stock-based compensation expense for stock options and service-condition awards that are expected to vest is recognized on a straight-line basis over the requisite service period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. The Company recognizes forfeitures as they occur. As a result of the Business Combination, on October 30, 2020, the Board waived the liquidity event vesting condition applicable to outstanding shares of pre-combination Velodyne’s RSUs. As such, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The Company accounted for the modification as an exchange of the original award, that was not expected to vest, for a new award.The fair value of the RSUs were re-measured based on the fair market value of the underlying Velodyne common stock on the modification date. The compensation expenses resulting from the modification are recognized ratably over the remaining requisite service period or recognized immediately to the extent the RSU’s service condition has been satisfied as of the modification date. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of loss or the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No significant liabilities for loss contingencies were accrued as of December 31, 2020 and 2019. | |
Product Warranties | Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of revenue in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): | |
Fair Value Measurement | The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. | |
Net Income (Loss) Per Share | Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Schedule of concentration of risk related to accounts receivable and accounts payable | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 | December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Schedule of changes in allowance for doubtful accounts | Changes in the Company’s allowance for doubtful accounts were as follows (in thousands): December 31, 2020 2019 Beginning balance $ 467 $ 357 Charged to costs and expenses 511 110 Uncollectible accounts written off, net of recoveries (102) — Ending balance $ 876 $ 467 | |
Schedule of changes in accrued warranty liability | Changes in the Company’s accrued warranty liability, which is included as a component of other accrued expenses was as follows (in thousands): |
Revenue (Tables)_2
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Schedule of disaggregation of Revenues | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % Revenue by products and services: Products $ 10,593 60 % $ 16,422 96 % License and services 7,133 40 % 609 4 % Total $ 17,726 100 % $ 17,031 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 16,670 94 % $ 16,724 98 % Goods and services transferred over time 1,056 6 % 307 2 % Total $ 17,726 100 % $ 17,031 100 % | Total revenue based on the disaggregation criteria described above is as follows (dollar in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by products and services: Products $ 68,355 72 % $ 81,424 80 % $ 132,933 93 % License and services 27,007 28 % 19,974 20 % 10,013 7 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % Revenue by timing of recognition: Goods transferred at a point in time $ 92,550 97 % $ 92,890 92 % $ 139,852 98 % Goods and services transferred over time 2,812 3 % 8,508 8 % 3,094 2 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Schedule of contract assets and contract liabilities | Contract assets and contract liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Contract assets, current Unbilled accounts receivable $ 3,313 $ 2,813 Contract assets, long-term Unbilled accounts receivable 10,378 8,440 Total contract assets $ 13,691 $ 11,253 Contract liabilities, current Deferred revenue, current $ 8,904 $ 7,143 Customer advance payment 484 180 Customer deposit — — Total 9,388 7,323 Contract liabilities, long-term Deferred revenue, long-term 14,560 14,732 Total contract liabilities $ 23,948 $ 22,055 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Three Months Ended March 31, 2021 2020 Contract assets: Beginning balance $ 11,253 $ — Transferred to receivables from contract assets recognized at the beginning of the period (2,813) — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 5,251 — Ending balance $ 13,691 $ — Contract liabilities: Beginning balance $ 22,055 $ 19,164 Revenue recognized that was included in the contract liabilities beginning balance (1,434) (561) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 3,327 412 Customer deposits reclassified to refund liabilities — (6,083) Ending balance $ 23,948 $ 12,932 | Contract assets and contract liabilities consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Contract assets, current Unbilled accounts receivable $ 2,813 $ — Contract assets, long-term Unbilled accounts receivable 8,440 — Total contract assets $ 11,253 $ — Contract liabilities, current Deferred revenue, current $ 7,143 $ 926 Customer advance payment 180 11,252 Customer deposit — 6,083 Total 7,323 18,261 Contract liabilities, long-term Deferred revenue, long-term 14,732 903 Total contract liabilities $ 22,055 $ 19,164 The following table shows the significant changes in contract assets and contract liabilities balances (in thousands): Year Ended December 31, 2020 2019 2018 Contract assets: Beginning balance $ — $ — $ — Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables 11,253 — — Ending balance $ 11,253 $ — $ — Contract liabilities: Beginning balance $ 19,164 $ 20,911 $ 16,835 Impact of ASC 606 adoption — — (256) Revenue recognized that was included in the contract liabilities beginning balance (12,182) (3,149) (7,393) Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period 21,156 1,402 11,725 Customer deposits reclassified to refund liabilities (6,083) — — Ending balance $ 22,055 $ 19,164 $ 20,911 |
Fair Value Measurement (Table_2
Fair Value Measurement (Tables) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement | ||
Summary of assets measured at fair value on a recurring basis, by level, within the fair value hierarchy | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 56,101 $ — $ — $ 56,101 Commercial paper — 1,400 — 1,400 Total cash equivalents 56,101 1,400 — 57,501 Short-term investments: Commercial paper — 174,039 — 174,039 Corporate debt securities — 54,369 — 54,369 Total short-term investments — 228,408 — 228,408 Total assets measured at fair value $ 56,101 $ 229,808 $ — $ 285,909 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 74,107 $ — $ — $ 74,107 Treasury bill and U.S. government and agency securities 19,999 — — 19,999 Corporate debt securities — 2,003 — 2,003 Commercial paper — 33,295 — 33,295 Total cash equivalents 94,106 35,298 — 129,404 Short-term investments: Commercial paper — 122,265 — 122,265 Corporate debt securities — 23,371 — 23,371 Total short-term investments — 145,636 — 145,636 Total assets measured at fair value $ 94,106 $ 180,934 $ — $ 275,040 December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 44,669 $ — $ — $ 44,669 Total cash equivalents 44,669 — — 44,669 Short-term investments: Commercial paper — 1,099 — 1,099 Corporate debt securities — 1,100 — 1,100 Total short-term investments — 2,199 — 2,199 Total assets measured at fair value $ 44,669 $ 2,199 $ — $ 46,868 |
Balance Sheet Components (Tab_2
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components | ||
Schedule of accounts receivables, net | Accounts receivables, net consist of the following (in thousands): March 31, December 31, 2021 2020 Accounts receivable $ 16,027 $ 14,855 Allowance for doubtful accounts (2,558) (876) Accounts receivable, net $ 13,469 $ 13,979 | Accounts receivables, net consist of the following (in thousands): December 31, 2020 2019 Accounts receivable $ 14,855 $ 12,330 Allowance for doubtful accounts (876) (467) Accounts receivable, net $ 13,979 $ 11,863 |
Schedule of Inventories, net | Inventories, net of reserve, consist of the following (in thousands): March 31, December 31, 2021 2020 Raw materials $ 6,927 $ 6,876 Work-in-process 2,735 4,347 Finished goods 11,232 6,909 Total inventories $ 20,894 $ 18,132 | Inventories, Net Inventories, net of reserve, consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 6,876 $ 12,374 Work-in-process 4,347 1,748 Finished goods 6,909 5,629 Total inventories 18,132 19,751 Less inventories not deemed to be current, included in other assets — 4,764 Inventories, included in current assets $ 18,132 $ 14,987 |
Schedule of prepaid and other current assets | Prepaid and other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Prepaid expenses and deposits $ 4,912 $ 5,698 Due from contract manufacturers and vendors 2,468 2,944 Prepaid taxes 957 1,612 Contract assets 3,313 2,813 Receivable from warrant exercises — 9,074 Other 393 178 Total prepaid and other current assets $ 12,043 $ 22,319 | Prepaid and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid expenses and deposits $ 5,698 $ 3,045 Due from contract manufacturers and vendors 2,944 4,068 Prepaid taxes 1,612 2,122 Contract assets 2,813 — Receivable from warrant exercises 9,074 — Other 178 3,683 Total prepaid and other current assets $ 22,319 $ 12,918 |
Schedule of property, plant and equipment, net | Property, plant and equipment, at cost, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 33,023 $ 32,688 Leasehold improvements 5,806 5,905 Furniture and fixtures 1,481 1,479 Vehicles 360 360 Software 1,357 1,357 Assets under construction 919 641 42,946 42,430 Less: accumulated depreciation and amortization (27,405) (25,625) Property, plant and equipment, net $ 15,541 $ 16,805 Finance lease equipment $ 888 $ 888 Less: accumulated depreciation (425) (381) Finance lease equipment, net $ 463 $ 507 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization on property, plant and equipment $ 1,957 $ 2,075 Depreciation on finance lease equipment 44 44 | Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ — $ 2,340 Building — 3,142 Machinery and equipment 32,688 30,082 Building improvements — 4,194 Leasehold improvements 5,905 5,581 Furniture and fixtures 1,479 1,431 Vehicles 360 759 Software 1,357 1,343 Assets under construction 641 170 42,430 49,042 Less: accumulated depreciation and amortization (25,625) (22,764) Property, plant and equipment, net $ 16,805 $ 26,278 Capital lease equipment $ 888 $ 888 Less: accumulated depreciation (381) (203) Capital lease equipment, net $ 507 $ 685 The aggregate depreciation and amortization related to property, plant and equipment was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Depreciation and amortization on property, plant and equipment $ 8,009 $ 7,805 $ 6,791 Depreciation on capital lease equipment 178 122 81 |
Schedule of intangible assets, net | Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of March 31, 2021: Developed technology $ 1,200 $ 669 $ 531 As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 | Intangible assets, net, consist of the following (in thousands): Gross Carrying Accumulated Net Book Value As of December 31, 2020: Developed technology $ 1,200 $ 573 $ 627 As of December 31, 2019: Developed technology $ 1,170 $ 188 $ 982 |
Schedule of amortization of intangible assets | Amortization of intangible assets is as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of intangible assets $ 96 $ 96 | Amortization of intangible assets is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Amortization of intangible assets $ 385 $ 188 $ — |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll expenses $ 7,162 $ 11,877 Accrued manufacturing costs 8,219 8,003 Accrued transaction costs 5,000 25,057 Accrued professional and consulting fees 3,228 965 Accrued warranty costs 1,592 2,204 Accrued taxes 1,002 1,074 Lease liabilities 2,956 — Other 1,028 1,169 Total accrued expense and other current liabilities $ 30,187 $ 50,349 | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll expenses $ 11,877 $ 10,537 Accrued manufacturing costs 8,003 3,344 Accrued transaction costs 25,057 — Accrued professional and consulting fees 965 5,572 Accrued warranty costs 2,204 4,322 Accrued taxes 1,074 944 Refund liabilities — 4,878 Other 1,169 1,563 Total accrued expense and other current liabilities $ 50,349 $ 31,160 |
Schedule of long-term liabilities | Long-term liabilities consisted of the following (in thousands): March 31, December 31, 2021 2020 PPP Loan $ 10,000 $ 10,000 Contract liabilities, long-term 14,560 14,732 Lease liabilities, long-term 16,984 — Other 415 1,195 Total long-term liabilities $ 41,959 $ 25,927 | Long-term liabilities consisted of the following (in thousands): December 31, 2020 2019 PPP Loan $ 10,000 $ — Contract liabilities, long-term 14,732 903 Other 1,195 1,322 Total long-term liabilities $ 25,927 $ 2,225 |
Mapper Acquisition (Tables)
Mapper Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Mapper Acquisition | |
Schedule of total purchase price is allocated to acquired assets based on their estimated fair value at the acquisition date | Assets Acquired: Amount Developed technology $ 1,140 Property and equipment 144 Goodwill 1,189 Total purchase price $ 2,473 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Loss | ||
Schedule of accumulated other comprehensive loss | Accumulated other comprehensive loss was comprised of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Foreign currency translation loss $ (181) $ (170) Unrealized loss on investments (71) (60) Total accumulated other comprehensive loss $ (252) $ (230) | Accumulated other comprehensive loss was comprised of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Foreign currency translation loss $ (170) $ (216) Unrealized loss on investments (60) — Total accumulated other comprehensive loss $ (230) $ (216) |
Stockholders' Equity (Tables)_2
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||
Summary of the Preferred Stock Conversion | September 29, 2020 (Closing Date) Preferred Stock Conversion Ratio Common Stock Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 | |
Summary of Common Stock Outstanding | Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % | Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Summary of Stock Option Activity under Equity Plans | A summary of stock option activities is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2020 597,354 5.86 Granted — Options outstanding as of March 31, 2021 597,354 5.86 7.05 $ 3,311 Options exercisable as of March 31, 2021 285,211 5.99 4.74 1,542 Options vested and expected to vest as of March 31, 2021 597,354 5.86 7.05 3,311 | A summary of the stock option activities under the Company’s equity plans is as follows: Shares Weighted Weighted Aggregate (Years) (In thousands) Option: Options outstanding as of December 31, 2017, as previously reported 2,603,333 $ 1.13 Retroactive application of the recapitalization 5,044,795 Options outstanding as of December 31, 2017, as adjusted 7,648,128 0.39 Granted — Forfeited — Options outstanding as of December 31, 2018 7,648,128 0.39 Forfeited (82,626) 7.18 Expired (7,408,821) 0.19 Options outstanding as of December 31, 2019 156,681 6.21 Granted 440,673 5.74 Options outstanding as of December 31, 2020 597,354 5.86 7.3 $ 10,133 Options exercisable as of December 31, 2020 156,681 6.21 1.36 2,603 Options vested and expected to vest as of December 31, 2020 597,354 5.86 7.3 10,133 |
Summary of RSU and RSA Activity under Equity Plans | A summary of RSA and RSU activities is as follows: Shares Weighted Average RSA: RSAs outstanding as of December 31, 2020 4,183,624 $ 1.37 Forfeited — RSAs outstanding as of March 31, 2021 4,183,624 $ 1.37 RSU: RSUs outstanding as of December 31, 2020 11,983,636 $ 12.43 Granted 1,372,632 $ 12.58 Released (6,801,635) $ 12.23 Forfeited (533,418) $ 12.23 RSUs outstanding as of March 31, 2021 6,021,215 $ 12.31 PRSU: PRSUs outstanding as of December 31, 2020 1,101,683 $ 6.72 Granted — PRSUs outstanding as of March 31, 2021 1,101,683 $ 6.72 | A summary of RSA and RSU activities under the Company’s equity plans is as follows: Weighted Average Grant Date Shares per Share RSA: RSAs outstanding as of December 31, 2017, as previously reported 1,404,557 $ 4.09 Retroactive application of the recapitalization 2,779,067 RSUs outstanding as of December 31, 2017, as adjusted 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2018 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2019 4,183,624 1.37 Forfeited — RSAs outstanding as of December 31, 2020 4,183,624 1.37 RSU: RSUs outstanding as of December 31, 2017, as previously reported 1,670,669 $ 19.94 Retroactive application of the recapitalization 3,240,156 RSUs outstanding as of December 31, 2017, as adjusted 4,910,825 6.79 Granted 2,739,268 8.08 Forfeited (1,222,706) 6.94 RSUs outstanding as of December 31, 2018 6,427,387 7.31 Granted 4,329,925 9.83 Forfeited (1,217,505) 8.30 RSUs outstanding as of December 31, 2019 9,539,807 8.33 Granted 3,340,173 6.80 Modified — 12.23 Forfeited (896,344) 8.48 RSUs outstanding as of December 31, 2020 11,983,636 12.43 PRSU: PRSUs outstanding as of December 31, 2019 — Granted 1,101,683 $ 6.72 PRSUs outstanding as of December 31, 2020 1,101,683 6.72 |
Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for Options | The following table sets forth the weighted average grant date fair value for options and the assumptions used as inputs for the Black-Scholes option pricing model: Year Ended Weighted average grant date fair value of options $ 2.10 Expected term, in years 5.55 Expected volatility 39.82 % Risk-free interest rate 0.371 % Expected dividend yield — | |
Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for PRSUs | The following table sets forth the weighted average modification date fair value for PRSUs and the assumptions used as inputs for the Monte Carlo simulation model: Year Ended Weighted average modification date fair value of PRSUs $ 6.72 Expected term, in years 2.17 Expected volatility 49.00 % Risk-free interest rate 0.15 % Expected dividend yield 0.00 % | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 536 $ — Research and development 4,910 21 Sales and marketing 1,986 — General and administrative 4,098 — Total stock-based compensation expense $ 11,530 $ 21 | The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 7,417 $ — $ — Research and development 37,030 97 93 Sales and marketing 14,773 — — General and administrative 32,280 38 114 Total stock-based compensation expense $ 91,500 $ 135 $ 207 |
Net Loss Per Share (Tables)_2
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share | ||
Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Stock options 597 157 RSAs 4,184 4,184 RSUs (non-vested) 6,050 9,120 Total 10,831 13,461 | The following common stock equivalents have also been excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 597 157 304 RSAs 4,184 4,184 4,184 RSUs 6,320 9,540 6,427 Total 11,101 13,881 10,915 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Summary of Restructuring Costs Incurred, Expected to be Incurred and Estimated Total Costs and Changes in Restructuring Liabilities | The following table summarizes the Company’s costs incurred during 2020, estimated additional costs to be incurred and estimated total costs expected to be incurred under the restructuring program as of December 31, 2020 (in thousands): Cost Incurred Cumulative Estimated Total Employee termination benefits $ 984 $ 984 $ — $ 984 The following table summarizes the changes in restructuring liabilities during 2020 (in thousands): Year Ended December 31, 2020 Restructuring liabilities, beginning $ — Provisions and adjustments 984 Cash payments (984) Restructuring liabilities, ending $ — |
Income Taxes (Tables)_2
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes | The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended March 31, 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % | |
Summary of Loss Before Income Taxes and Provision For (Benefit From) Income Taxes | Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) | |
Schedule of Provision for (Benefit from) Income Taxes | Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 | |
Schedule of Reconciliation of U.S. Federal Provision at Statutory Rate to the Effective Tax Rate | The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % | |
Schedule of Deferred Income Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) | |
Summary of the Aggregate Changes in Unrecognized Tax Benefits | The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 |
Commitments and Contingencies_3
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Schedule of Future Minimum Lease Payments Under Non-Cancelable Capital Leases | As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 | |
Summary of Contractual Obligations and Commitments | The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 | The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 |
Segment, Geographic and Custo_6
Segment, Geographic and Customer Concentration Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment, Geographic and Customer Concentration Information | ||
Schedule of revenue by region | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Three Months Ended March 31, 2021 2020 % of % of Revenue Revenue Revenue Revenue Revenue by geography: North America $ 5,044 28 % $ 9,253 54 % Asia Pacific 9,506 54 % 5,624 33 % Europe, Middle East and Africa 3,176 18 % 2,154 13 % Total $ 17,726 100 % $ 17,031 100 % | The Company reports revenue by region and country based on the location where its customers accept delivery of its products and services. Revenue by region was as follows (dollar amount in thousands): Year Ended December 31, 2020 2019 2018 % of % of % of Revenue Revenue Revenue Revenue Revenue Revenue Revenue by geography: North America $ 41,228 43 % $ 49,634 49 % $ 84,541 59 % Asia Pacific 39,310 41 % 28,791 28 % 39,770 28 % Europe, Middle East and Africa 14,824 16 % 22,973 23 % 18,635 13 % Total $ 95,362 100 % $ 101,398 100 % $ 142,946 100 % |
Revenue by Countries and Customers Accounted For More Than 10% | The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Three Months Ended March 31, 2021 2020 Countries over 10% of Revenue: U.S. 26 % 31 % China 45 % 13 % Sweden 13 % * Canada * 23 % Number of Customers accounted for over 10% of Revenue: 2 2 | December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Revenue by countries and customers accounted for more than 10% of revenue was as follows: Year Ended December 31, 2020 2019 2018 Countries over 10% of Revenue: U.S. 34 % 46 % 59 % China 31 % 11 % 21 % Number of Customers accounted for over 10% of Revenue: 2 2 2 |
Related Party Transactions (T_2
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Schedule of related party transactions | Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. | Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Results of Operations (Unaudited) | |
Selected Quarterly Results of Operations Information | The following table represents selected quarterly results of operations information (in thousands, except share and per share data): Three Months Ended Mar. 31, 2019 Jun. 30, 2019 Sep. 30, 2019 Dec. 31, 2019 Mar. 31, 2020 Jun. 30, 2020 Sep. 30, 2020 Dec. 31, 2020 (in thousands) Total revenue $ 39,823 $ 29,086 $ 13,517 $ 18,972 $ 17,031 $ 28,386 $ 32,099 $ 17,846 Gross profit (loss) 18,985 11,652 (1,093) 224 1,602 13,886 14,969 (5,341) Operating loss (2,642) (9,719) (26,888) (29,764) (30,003) (9,705) (2,742) (111,454) Provision for (benefit from) income taxes 27 25 70 (805) (6,677) 17 2,562 14 Net loss (2,182) (9,476) (26,827) (28,741) (23,385) (9,727) (5,295) (111,457) Net loss per share, basic and diluted $ (0.02) $ (0.07) $ (0.20) $ (0.21) $ (0.17) $ (0.07) $ (0.04) $ (0.64) |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies- Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)itemsegment$ / shares | Mar. 31, 2020 | Dec. 31, 2020USD ($)itemcustomersegment$ / shares | Dec. 31, 2019USD ($)itemcustomer$ / shares | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
Number of operating segments | segment | 1 | 1 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Concentration percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Cash and cash equivalents | $ 155,205,000 | $ 204,648,000 | $ 60,004,000 | ||
Cash, cash equivalents and short-term investments | 383,600,000 | 350,300,000 | |||
Available borrowing capacity | 25,000,000 | ||||
Cash equivalents | 129,400,000 | 44,700,000 | |||
Short-term investments | 145,600,000 | 2,200,000 | |||
Net change in inventory reserves | (700,000) | (1,800,000) | $ 1,200,000 | ||
Asset Impairment Charges | $ 0 | ||||
Standard product warranty term | 1 year | ||||
Extended service-type warranty term | 2 years | ||||
Commission expenses | $ 700,000 | 500,000 | 500,000 | ||
Advertising cost | 1,400,000 | 2,300,000 | $ 1,700,000 | ||
Liabilities for loss contingencies | $ 0 | $ 0 | |||
Minimum | Buildings | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 15 years | ||||
Minimum | Building improvements | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 7 years | ||||
Minimum | Machinery and equipment | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 3 years | ||||
Minimum | Furniture and fixtures | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 3 years | ||||
Minimum | Vehicles | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 3 years | ||||
Minimum | Software | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 3 years | ||||
Maximum | Buildings | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 30 years | ||||
Maximum | Building improvements | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 15 years | ||||
Maximum | Leasehold improvements | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Maximum | Machinery and equipment | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Maximum | Furniture and fixtures | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Maximum | Vehicles | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Maximum | Software | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 5 years | ||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Available borrowing capacity | $ 25,000,000 | ||||
Accounts receivable | One Customer | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Customers | item | 2 | 3 | |||
Concentration percentage | 10.00% | 10.00% | |||
Accounts receivable | One Customer | VELODYNE LIDAR, INC AND SUBSIDIARIES | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Customers | item | 3 | 3 | |||
Concentration percentage | 10.00% | 10.00% | |||
Accounts receivable | Two customers | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Customers | 2 | 2 | |||
Accounts receivable | Customer Concentration Risk | Two customers | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration percentage | 45.00% | 47.00% | |||
Accounts payable | One Vendor | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Customers | 2 | 3 | 1 | ||
Concentration percentage | 10.00% | 10.00% | |||
Accounts payable | One Vendor | VELODYNE LIDAR, INC AND SUBSIDIARIES | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Number of Customers | item | 3 | 2 | |||
Concentration percentage | 10.00% | 10.00% | |||
Accounts payable | Supplier Concentration Risk | One Vendor | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration percentage | 32.00% | 34.00% | 36.00% |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Changes in the Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in allowance for doubtful accounts | |||||
Beginning balance | $ 876 | $ 467 | $ 467 | $ 357 | |
Charged to costs and expenses | $ 1,682 | $ 314 | 511 | 110 | $ 77 |
Uncollectible accounts written off, net of recoveries | (102) | ||||
Ending balance | $ 876 | $ 467 | $ 357 |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Changes in the Accrued Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in accrued warranty liability | |||
Balance as of the beginning of the period | $ 4,322 | $ 3,531 | $ 1,317 |
Warranty provision | 4,316 | 6,531 | 5,469 |
Consumption | (2,700) | (4,939) | (4,055) |
Changes in provision estimates | (3,734) | (801) | 800 |
Balance as of the end of the period | $ 2,204 | $ 4,322 | $ 3,531 |
Business Combination and Rela_4
Business Combination and Related Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 |
Mapper Acquisition. | ||||||
Goodwill | $ 1,189 | $ 1,189 | $ 1,189 | |||
Cash paid to acquire business | 0 | 2,473 | $ 0 | |||
Repurchase value of common stock | $ 1,800 | 1,802 | $ 0 | $ 2,500 | ||
Repurchased and retired common stock (in shares) | 175,744 | |||||
Acquisition-related costs | $ 29,100 | 29,100 | ||||
Accrued transaction costs | $ 5,000 | $ 25,057 | $ 5,000 | |||
Private Placement | ||||||
Mapper Acquisition. | ||||||
Shares issued (in shares) | 15,000,000 | 15,000,000 | ||||
Price per share (in USD per share) | $ 10 | $ 10 | ||||
Aggregate purchase price | $ 150,000 | |||||
Graf | ||||||
Mapper Acquisition. | ||||||
Aggregate consideration transferred | $ 1,800 | |||||
Graf | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 4,702,304 | |||||
Pre-Combination Velodyne | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 4,702,304 | |||||
Pre-Combination Velodyne | Graf | ||||||
Mapper Acquisition. | ||||||
Goodwill | $ 0 | |||||
Other intangible assets | 0 | |||||
Aggregate consideration transferred | 1,800 | |||||
Cash paid to acquire business | $ 222,100 | |||||
Shares transferred in acquisition (in shares) | 150,277,532 | |||||
Share price (in USD per share) | $ 10.25 | |||||
Value of shares transferred in acquisition | $ 1,540,300 | |||||
Pre-Combination Velodyne | Graf | Common Stock Issuable In Respect of Vested Equity Awards | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 143,575,763 | |||||
Pre-Combination Velodyne | Graf | Common Stock Earned Due To the Satisfaction of the Earnout Condition | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 2,000,000 | |||||
Pre-Combination Velodyne | Graf | Common Stock to Equity Holders That Did Not Opt To Have Their Respective Shares in the Pre-Closing Tender Offer | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 187,861 | |||||
Pre-Combination Velodyne | Graf | Earnout RSUs | ||||||
Mapper Acquisition. | ||||||
Shares transferred in acquisition (in shares) | 187,861 | |||||
Service condition period | 6 months |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Goods transferred at a point in time | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 92,550 | $ 92,890 | $ 139,852 | |||||||||
Concertration risk (as a percent) | 97.00% | 92.00% | 98.00% | |||||||||
Goods and services transferred over time | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 2,812 | $ 8,508 | $ 3,094 | |||||||||
Concertration risk (as a percent) | 3.00% | 8.00% | 2.00% | |||||||||
Products | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 10,593 | $ 16,422 | $ 68,355 | $ 81,424 | $ 132,933 | |||||||
Concertration risk (as a percent) | 72.00% | 80.00% | 93.00% | |||||||||
License and services | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 7,133 | $ 609 | $ 27,007 | $ 19,974 | $ 10,013 | |||||||
Concertration risk (as a percent) | 28.00% | 20.00% | 7.00% | |||||||||
North America | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | |||||||||
Concertration risk (as a percent) | 43.00% | 49.00% | 59.00% | |||||||||
Asia Pacific | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | |||||||||
Concertration risk (as a percent) | 41.00% | 28.00% | 28.00% | |||||||||
Europe, Middle East and Africa | ||||||||||||
Revenue | ||||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | |||||||||
Concertration risk (as a percent) | 16.00% | 23.00% | 13.00% |
Revenue - Composition of Cont_2
Revenue - Composition of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract assets, current | |||||||
Unbilled accounts receivable | $ 3,313 | $ 2,813 | $ 2,813 | ||||
Contract assets, long-term | |||||||
Unbilled accounts receivable | 10,378 | 8,440 | 8,440 | ||||
Total contract assets | 13,691 | 11,253 | 11,253 | $ 0 | $ 0 | $ 0 | |
Contract liabilities, current | |||||||
Deferred revenue, current | 8,904 | 7,143 | 7,143 | 926 | |||
Customer advance payment | 484 | 180 | 180 | 11,252 | |||
Customer deposit | 6,083 | ||||||
Total | 9,388 | 7,323 | 7,323 | 18,261 | |||
Contract liabilities, long-term | |||||||
Deferred revenue, long-term | 14,560 | 14,732 | 14,732 | 903 | |||
Total contract liabilities | $ 23,948 | $ 22,055 | $ 22,055 | $ 12,932 | $ 19,164 | $ 20,911 | $ 16,835 |
Revenue - Significant Changes_2
Revenue - Significant Changes in Contract Assets and Contract Liabilities Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contract assets: | |||||
Beginning balance | $ 11,253 | $ 0 | $ 0 | $ 0 | $ 0 |
Transferred to receivables from contract assets recognized at the beginning of the period | 2,813 | ||||
Increase due to unbilled and recognized as revenue in excess of billings during the period, net of amounts transferred to receivables | 11,253 | 0 | 0 | ||
Ending balance | 13,691 | 11,253 | 0 | 0 | |
Contract liabilities: | |||||
Beginning balance | 22,055 | 19,164 | 19,164 | 20,911 | 16,835 |
Revenue recognized that was included in the contract liabilities beginning balance | (1,434) | (561) | (12,182) | (3,149) | (7,393) |
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period | 3,327 | 412 | 21,156 | 1,402 | 11,725 |
Customer deposits reclassified to refund liabilities | (6,083) | 0 | 0 | ||
Ending balance | 23,948 | 12,932 | 22,055 | 19,164 | 20,911 |
Impact of Adoption | |||||
Contract liabilities: | |||||
Beginning balance | $ 0 | $ 0 | 0 | (256) | |
Ending balance | $ 0 | $ 0 | $ (256) |
Revenue - Additional Informat_2
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||||||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 | ||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||
Contract liabilities | $ 9,388 | 7,323 | 7,323 | 18,261 | $ 7,323 | $ 7,323 | $ 18,261 | |||||||
Contract liabilities, long-term | 14,560 | 14,732 | 14,732 | 903 | 14,732 | 14,732 | 903 | |||||||
Contract assets | 13,691 | 11,253 | $ 11,253 | $ 0 | 11,253 | 11,253 | $ 0 | $ 0 | $ 0 | |||||
Contract With Customer, Liability, Reclassifications Of Customer Deposits To Refund Liability | $ 6,083 | $ 6,100 | ||||||||||||
License revenue | Asia Pacific Customer In Patent Cross License Agreement | ||||||||||||||
Revenue | ||||||||||||||
Revenue | 6,400 | 19,700 | ||||||||||||
Contract liabilities | 3,600 | 3,400 | 3,400 | |||||||||||
Contract liabilities, long-term | 13,900 | 13,700 | 13,700 | |||||||||||
Contract assets | $ 13,700 | $ 11,300 | $ 11,300 | |||||||||||
License revenue | Revenue | Customer Concentration Risk | Asia Pacific Customer In Patent Cross License Agreement | ||||||||||||||
Revenue | ||||||||||||||
Concertration risk (as a percent) | 21.00% | |||||||||||||
One-Time Stocking Fee | ||||||||||||||
Revenue | ||||||||||||||
Revenue | $ 11,100 |
Fair Value Measurement - Asse_2
Fair Value Measurement - Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurement | ||||
Cash equivalents | $ 57,501 | $ 129,404 | $ 129,404 | $ 44,669 |
Short-term investments | 228,408 | 145,636 | 145,636 | 2,199 |
Total assets measured at fair value | 285,909 | 275,040 | 275,040 | 46,868 |
Treasury bill and U.S. government and agency securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 19,999 | 19,999 | ||
Money market fund | ||||
Fair Value Measurement | ||||
Cash equivalents | 74,107 | 44,669 | ||
Commercial paper | ||||
Fair Value Measurement | ||||
Cash equivalents | 33,295 | |||
Short-term investments | 122,265 | 1,099 | ||
Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Short-term investments | 54,369 | 23,371 | 23,371 | 1,100 |
Level 1 | ||||
Fair Value Measurement | ||||
Cash equivalents | 56,101 | 94,106 | 94,106 | 44,669 |
Total assets measured at fair value | 56,101 | 94,106 | 94,106 | 44,669 |
Level 1 | Treasury bill and U.S. government and agency securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 19,999 | 19,999 | ||
Level 1 | Money market fund | ||||
Fair Value Measurement | ||||
Cash equivalents | 74,107 | 44,669 | ||
Level 2 | ||||
Fair Value Measurement | ||||
Cash equivalents | 1,400 | 35,298 | 35,298 | |
Short-term investments | 228,408 | 145,636 | 145,636 | 2,199 |
Total assets measured at fair value | 229,808 | 180,934 | 180,934 | 2,199 |
Level 2 | Commercial paper | ||||
Fair Value Measurement | ||||
Cash equivalents | 33,295 | |||
Short-term investments | 122,265 | 1,099 | ||
Level 2 | Corporate debt securities | ||||
Fair Value Measurement | ||||
Cash equivalents | 2,003 | |||
Short-term investments | $ 54,369 | $ 23,371 | $ 23,371 | $ 1,100 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accounts Receivables, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Components | |||
Accounts receivable | $ 16,027 | $ 14,855 | $ 12,330 |
Allowance for doubtful accounts | (2,558) | (876) | (467) |
Accounts receivable, net | $ 13,469 | $ 13,979 | $ 11,863 |
Balance Sheet Components - In_2
Balance Sheet Components - Inventory, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Components | |||
Raw materials | $ 6,927 | $ 6,876 | $ 12,374 |
Work-in-process | 2,735 | 4,347 | 1,748 |
Finished goods | 11,232 | 6,909 | 5,629 |
Total inventories | 20,894 | 18,132 | 19,751 |
Less inventories not deemed to be current, included in other assets | 4,764 | ||
Inventories, included in current assets | $ 20,894 | $ 18,132 | $ 14,987 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
Prepaid expenses and deposits | $ 4,912 | $ 5,698 | $ 3,045 | |
Due from contract manufacturers and vendors | 2,468 | 2,944 | 4,068 | |
Prepaid taxes | 957 | 1,612 | 2,122 | |
Contract assets | 3,313 | 2,813 | $ 2,813 | |
Receivable from warrant exercises | 9,074 | |||
Other | 393 | 178 | 3,683 | |
Total prepaid and other current assets | $ 12,043 | $ 22,319 | $ 12,918 |
Balance Sheet Components - Pr_3
Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 42,946 | $ 42,430 | $ 49,042 |
Less: accumulated depreciation and amortization | (27,405) | (25,625) | |
Property, plant and equipment, net | 15,541 | 16,805 | 26,278 |
Finance lease equipment | 888 | 888 | 888 |
Less: accumulated depreciation | (425) | (381) | (203) |
Capital lease equipment, net | 463 | 507 | 685 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,340 | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,142 | ||
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 33,023 | 32,688 | 30,082 |
Building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,194 | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,806 | 5,905 | 5,581 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,481 | 1,479 | 1,431 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 360 | 360 | 759 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,357 | 1,357 | 1,343 |
Assets under construction | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 919 | 641 | 170 |
Less: accumulated depreciation and amortization | $ (25,625) | $ (22,764) |
Balance Sheet Components - Na_2
Balance Sheet Components - Narrative (Details) - Morgan Hill Properties - USD ($) $ in Millions | Jul. 02, 2020 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Carrying value of property classified as assets held-for-sale | $ 4.7 | |
Proceeds from the sale of properties | $ 12.3 | |
Gain (loss) on sale of property | $ 7.5 |
Balance Sheet Components - Ag_2
Balance Sheet Components - Aggregate Depreciation and Amortization Related to Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Components | |||||
Depreciation and amortization on property, plant and equipment | $ 1,957 | $ 2,075 | $ 8,009 | $ 7,805 | $ 6,791 |
Depreciation on finance lease equipment | $ 44 | $ 44 | $ 178 | $ 122 | $ 81 |
Balance Sheet Components - In_3
Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 96 | $ 96 | $ 385 | $ 188 |
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,200 | 1,200 | 1,170 | |
Accumulated Amortization | 669 | 573 | 188 | |
Net Book Value | $ 531 | $ 627 | $ 982 |
Balance Sheet Components - Ac_3
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
Accrued payroll expenses | $ 7,162 | $ 11,877 | $ 10,537 | |
Accrued manufacturing costs | 8,219 | 8,003 | 3,344 | |
Accrued transaction costs | 5,000 | 25,057 | $ 5,000 | |
Accrued professional and consulting fees | 3,228 | 965 | 5,572 | |
Accrued warranty costs | 1,592 | 2,204 | 4,322 | |
Accrued taxes | 1,002 | 1,074 | 944 | |
Refund liabilities | 4,878 | |||
Other | 1,028 | 1,169 | 1,563 | |
Total accrued expense and other current liabilities | $ 30,187 | $ 50,349 | $ 31,160 |
Balance Sheet Components - Lo_2
Balance Sheet Components - Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Components | ||||
PPP Loan | $ 10,000 | $ 10,000 | ||
Contract liabilities, long-term | 14,560 | 14,732 | $ 14,732 | $ 903 |
Other | 415 | 1,195 | 1,322 | |
Total long-term liabilities | $ 41,959 | $ 25,927 | $ 2,225 |
Mapper Acquisition - Purchase p
Mapper Acquisition - Purchase price allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Mapper Acquisition | |||
Goodwill | $ 1,189 | $ 1,189 | $ 1,189 |
Mapper | |||
Mapper Acquisition | |||
Developed technology | 1,140 | ||
Property and equipment | 144 | ||
Goodwill | 1,189 | ||
Total purchase price | $ 2,473 |
Mapper Acquisition - Narrative
Mapper Acquisition - Narrative (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Mapper Acquisition. | |||||
Cash paid to acquire business | $ 0 | $ 2,473 | $ 0 | ||
Acquisition-related costs | $ 29,100 | 29,100 | |||
Mapper | |||||
Mapper Acquisition. | |||||
Cash paid to acquire business | $ 2,500 | ||||
Acquisition-related costs | $ 200 | ||||
Mapper | Developed technology | |||||
Mapper Acquisition. | |||||
Estimated useful life | 3 years |
Accumulated Other Comprehensi_6
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (230) | $ (216) | |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (252) | (230) | |
Foreign currency translation loss | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | (181) | (170) | $ (216) |
Unrealized loss on investments | |||
Accumulated Other Comprehensive Loss | |||
Shareholders equity | $ (71) | $ (60) |
Credit Facilities and Notes P_4
Credit Facilities and Notes Payable (Details) - USD ($) | Apr. 08, 2020 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Sep. 30, 2020 |
Credit Facilities and Notes Payable | |||||||
Proceeds from loan | $ 10,000,000 | $ 0 | $ 0 | ||||
Outstanding loan balance | $ 10,000,000 | $ 10,000,000 | |||||
PPP Loans | |||||||
Credit Facilities and Notes Payable | |||||||
Proceeds from loan | $ 10,000,000 | ||||||
Outstanding loan balance | $ 10,000,000 | 10,000,000 | |||||
Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Line of credit | $ 0 | ||||||
Outstanding loan balance | $ 0 | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Option to increase the maximum borrowing capacity, additional amount | $ 15,000,000 | ||||||
Unused capacity fee Percentage | 0.15% | ||||||
Non-refundable commitment fee | $ 50,000 | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | Prime rate | |||||||
Credit Facilities and Notes Payable | |||||||
Applicable margin | 1.5% | ||||||
Revolving Credit Facility | Line of Credit | 2020 Revolving Line | Libor | |||||||
Credit Facilities and Notes Payable | |||||||
Applicable margin | 2.5% | ||||||
Letter of Credit | Line of Credit | 2020 Revolving Line | |||||||
Credit Facilities and Notes Payable | |||||||
Maximum borrowing capacity | $ 5,000,000 |
Stockholders' Equity - Narrat_2
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 10, 2021 | Mar. 01, 2021 | Oct. 19, 2020 | Sep. 29, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 2,250,000,000 | 2,250,000,000 | ||||||||
Preferred shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Common stock, shares outstanding | 189,684,580 | 168,713,296 | 175,912,194 | 137,911,975 | ||||||
Warrants outstanding (in shares) | 24,876,512 | 5,979,442 | 24,876,512 | 15,277,974 | ||||||
Shares of common stock issued under warrant exercises (in shares) | 7,198,898 | |||||||||
Warrants exercised (in shares) | 18,897,070 | 9,598,538 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||||||
Preferred shares, shares outstanding | 0 | 0 | 0 | |||||||
Proceeds from warrant exercises | $ 73.7 | |||||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock issued under warrant exercises (in shares) | 6,973,826 | |||||||||
Warrants exercised (in shares) | 9,298,456 | |||||||||
Proceeds from warrant exercises | $ 162.9 | |||||||||
Public Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants outstanding (in shares) | 24,876,512 | 24,876,512 | ||||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||||||
Period after the Business Combination after which the public warrants become exercisable | 30 days | |||||||||
Redemption price (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Stock price trigger (in USD per share) | $ 18 | |||||||||
Threshold trading days | 20 days | |||||||||
Threshold trading day window | 30 days | |||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | |||||||||
Public Warrants | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 18,657,384 | |||||||||
Working Capital Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | |||||||||
Working Capital Warrants | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price (in USD per share) | $ 11.50 | |||||||||
Warrants exercised (in shares) | 9,598,538 | |||||||||
Shares registered that may be issued upon exercise of warrants (in shares) | 375,000 | |||||||||
RSA | ||||||||||
Class of Stock [Line Items] | ||||||||||
Awards outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | ||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued (in shares) | 15,000,000 | 15,000,000 | ||||||||
Price per share (in USD per share) | $ 10 | $ 10 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of the Preferred Stock Conversion (Details) | Sep. 29, 2020shares |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 12,073,908 |
Common Stock Shares (in shares) | 37,838,203 |
Series A Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 8,772,852 |
Conversion ratio | 2.9786 |
Common Stock Shares (in shares) | 26,130,888 |
Series B Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 1,375,440 |
Conversion ratio | 3.5465 |
Common Stock Shares (in shares) | 4,878,048 |
Series B-1 Convertible Preferred Stock (pre-combination) | |
Class of Stock [Line Items] | |
Preferred Stock Shares (in shares) | 1,925,616 |
Conversion ratio | 3.5465 |
Common Stock Shares (in shares) | 6,829,267 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Common Stock Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 189,684,580 | 175,912,194 | 137,911,975 | 168,713,296 | ||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |
Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 101,849,247 | 101,849,247 | ||||
Converted pre-combination Velodyne preferred stock outstanding | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 24,772,759 | 24,772,759 | ||||
Public stockholders | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 53,489,070 | 44,260,188 | ||||
Graf Founder shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 2,575,000 | 2,575,000 | ||||
PIPE shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 200,000 | 2,455,000 | ||||
Common Stock Outstanding | Stockholder Concentration Risk | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 53.70% | 57.90% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Converted pre-combination Velodyne preferred stock outstanding | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 13.10% | 14.10% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Public stockholders | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 28.10% | 25.10% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | Graf Founder shares | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 1.40% | 1.50% | ||||
Common Stock Outstanding | Stockholder Concentration Risk | PIPE shares | ||||||
Class of Stock [Line Items] | ||||||
Concentration Risk, Percentage | 0.10% | 1.40% |
Stock-Based Compensation - Na_2
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 30, 2020USD ($)employee$ / sharesshares | Sep. 29, 2020shares | May 31, 2020 | Mar. 31, 2017 | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2015employee |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation | $ | $ 11,530 | $ 21 | $ 91,500 | $ 135 | $ 207 | |||||
Weighted-average recognition period for unrecognized compensation cost related to stock options | $ | 62,900 | $ 700 | ||||||||
RSA | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock based compensation | $ | $ 0 | |||||||||
RSUs (non-vested) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Incremental stock-based compensation expense | $ | $ 77,500 | |||||||||
Unrecognized compensation cost related to stock options | 2 years 6 months | |||||||||
Awards issued (in shares) | 1,372,632 | 3,340,173 | 4,329,925 | |||||||
Number of awards applicable to liquidity event vesting condition (in shares) | 11,800,000 | |||||||||
Number of employees holding shares applicable to liquidity event vesting condition | employee | 330 | |||||||||
Fair value of re-measured awards (in USD per share) | $ / shares | $ 12.23 | $ 12.23 | ||||||||
Fair value of re-measured awards | $ | $ 144,400 | |||||||||
PRSU | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Awards issued (in shares) | 0 | 1,101,683 | ||||||||
Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to stock options | 2 years 8 months 12 days | 3 years 3 months | 5 months 26 days | |||||||
2020 Equity Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance (in shares) | 27,733,888 | 36,738,678 | ||||||||
Percent of the number of shares of its common stock outstanding reserved for issuance | 16.00% | |||||||||
Percent increase in shares that may be issued | 5.00% | |||||||||
Increase in the number of shares that may be issued (in shares) | 10,000,000 | |||||||||
2020 Equity Plan | RSUs (non-vested) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
2020 Equity Plan | RSUs (non-vested) | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 1 year | |||||||||
2020 Equity Plan | RSUs (non-vested) | Vesting period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
2020 Equity Plan | Earnout RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards issued (in shares) | 187,861 | |||||||||
Service condition period | 6 months | |||||||||
2020 ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance (in shares) | 3,492,097 | |||||||||
2020 ESPP | Employee Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance (in shares) | 3,492,097 | 5,293,055 | ||||||||
Percent increase in shares that may be issued | 1.00% | |||||||||
Increase in the number of shares that may be issued (in shares) | 2,500,000 | |||||||||
Period over which increase in shares that may be issued occurs | 20 years | |||||||||
2007 Stock Plan | RSA | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of employees receiving RSA grants | employee | 2 | |||||||||
Expiration period | 10 years | |||||||||
2016 Stock Plan | RSUs (non-vested) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 7 years | |||||||||
Vesting period | 7 years | |||||||||
2016 Stock Plan | RSUs (non-vested) | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 1 year | |||||||||
2016 Stock Plan | RSUs (non-vested) | Vesting period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
2016 Stock Plan | Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
2016 Stock Plan | Stock options | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | |||||||||
Vesting period | 1 year | |||||||||
2016 Stock Plan | Stock options | Vesting period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity under Equity Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares : | ||||
Options outstanding (in shares) | 597,354 | 156,681 | 7,648,128 | 7,648,128 |
Granted (in shares) | 440,673 | 0 | ||
Forfeited (in shares) | (82,626) | 0 | ||
Expired (in shares) | (7,408,821) | |||
Options outstanding (in shares) | 597,354 | 597,354 | 156,681 | 7,648,128 |
Options exercisable (in shares) | 285,211 | 156,681 | ||
Options vested and expected to vest (in shares) | 597,354 | 597,354 | ||
Weighted Average Exercise Price | ||||
Options outstanding (in USD per share) | $ 5.86 | $ 6.21 | $ 0.39 | $ 0.39 |
Granted (in USD per share) | 5.74 | |||
Forfeited (in USD per share) | 7.18 | |||
Expired (in USD per share) | 0.19 | |||
Options outstanding (in USD per share) | 5.86 | 5.86 | $ 6.21 | $ 0.39 |
Options exercisable (in USD per share) | 5.99 | 6.21 | ||
Options vested and expected to vest (in USD per share) | $ 5.86 | $ 5.86 | ||
Weighted Average Remaining Contractual Life (Years) | ||||
Options outstanding | 7 years 18 days | 7 years 3 months 18 days | ||
Options exercisable | 4 years 8 months 26 days | 1 year 4 months 9 days | ||
Options vested and expected to vest | 7 years 18 days | 7 years 3 months 18 days | ||
Aggregate Intrinsic Value | ||||
Options outstanding | $ 3,311 | $ 10,133 | ||
Options exercisable | 1,542 | 2,603 | ||
Options vested and expected to vest | $ 3,311 | $ 10,133 | ||
As Originally Reported | ||||
Shares : | ||||
Options outstanding (in shares) | 2,603,333 | |||
Weighted Average Exercise Price | ||||
Options outstanding (in USD per share) | $ 1.13 | |||
Retrospective Application of the Recapitalization | ||||
Shares : | ||||
Options outstanding (in shares) | 5,044,795 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of RSU and RSA Activity under Equity Plans (Details) - $ / shares | Oct. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
RSA | |||||
Shares | |||||
Options outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | |
Forfeited (in shares) | 0 | 0 | 0 | 0 | |
Outstanding (in shares) | 4,183,624 | 4,183,624 | 4,183,624 | 4,183,624 | |
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | $ 1.37 | |
Outstanding (in USD per share) | $ 1.37 | $ 1.37 | $ 1.37 | $ 1.37 | |
RSA | As Originally Reported | |||||
Shares | |||||
Options outstanding (in shares) | 1,404,557 | ||||
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding (in USD per share) | $ 4.09 | ||||
RSA | Retrospective Application of the Recapitalization | |||||
Shares | |||||
Options outstanding (in shares) | 2,779,067 | ||||
RSUs (non-vested) | |||||
Shares | |||||
Options outstanding (in shares) | 11,983,636 | 9,539,807 | 6,427,387 | 4,910,825 | |
Granted (in shares) | 1,372,632 | 3,340,173 | 4,329,925 | ||
Modified (in shares) | 0 | ||||
Forfeited (in shares) | (533,418) | (896,344) | (1,217,505) | (1,222,706) | |
Outstanding (in shares) | 6,021,215 | 11,983,636 | 9,539,807 | 6,427,387 | |
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding (in USD per share) | $ 12.43 | $ 8.33 | $ 7.31 | $ 6.79 | |
Granted (in USD per share) | 12.58 | 6.80 | 9.83 | ||
Modified (in USD per share) | $ 12.23 | 12.23 | |||
Forfeited (in USD per share) | 12.23 | 8.48 | 8.30 | 6.94 | |
Outstanding (in USD per share) | $ 12.31 | $ 12.43 | $ 8.33 | $ 7.31 | |
RSUs (non-vested) | As Originally Reported | |||||
Shares | |||||
Options outstanding (in shares) | 1,670,669 | ||||
Granted (in shares) | 2,739,268 | ||||
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding (in USD per share) | $ 19.94 | ||||
Granted (in USD per share) | $ 8.08 | ||||
RSUs (non-vested) | Retrospective Application of the Recapitalization | |||||
Shares | |||||
Options outstanding (in shares) | 3,240,156 | ||||
PRSU | |||||
Shares | |||||
Options outstanding (in shares) | 1,101,683 | 0 | |||
Granted (in shares) | 0 | 1,101,683 | |||
Outstanding (in shares) | 1,101,683 | 1,101,683 | 0 | ||
Weighted Average Grant Date Fair Value per Share | |||||
Outstanding (in USD per share) | $ 6.72 | ||||
Granted (in USD per share) | $ 6.72 | ||||
Outstanding (in USD per share) | $ 6.72 | $ 6.72 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for Options (Details) - Stock options | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value of options (in USD per share) | $ 2.10 |
Expected term, in years | 5 years 6 months 18 days |
Expected volatility | 39.82% |
Risk-free interest rate | 0.371% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - We_2
Stock-Based Compensation - Weighted-Average Grant Date Fair Value and Assumptions Used as Inputs for PRSUs (Details) - PRSU | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value of options (in USD per share) | $ 6.72 |
Expected term, in years | 2 years 2 months 1 day |
Expected volatility | 49.00% |
Risk-free interest rate | 0.15% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 11,530 | $ 21 | $ 91,500 | $ 135 | $ 207 |
Cost of revenue | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 536 | 7,417 | 0 | 0 | |
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 4,910 | $ 21 | 37,030 | 97 | 93 |
Sales and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | 1,986 | 14,773 | 0 | 0 | |
General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total stock-based compensation expense | $ 4,098 | $ 32,280 | $ 38 | $ 114 |
Net Loss Per Share - Common S_2
Net Loss Per Share - Common Stock Equivalents Excluded From the Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 13,461,000 | 10,831,000 | 11,101 | 13,881 | 10,915 |
Stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 157,000 | 597,000 | 597 | 157 | 304 |
RSA | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 4,184,000 | 4,184,000 | 4,184 | 4,184 | 4,184 |
RSUs (non-vested) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Common stock equivalents excluded from the computation of diluted net income (loss) per share (in shares) | 9,120,000 | 6,050,000 | 6,320 | 9,540 | 6,427 |
Net Loss Per Share - Addition_2
Net Loss Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | |
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 5,979,442 | 15,277,974 | 24,876,512 | 24,876,512 |
Warrants exercised (in shares) | 18,897,070 | 9,598,538 | ||
Shares of common stock issued under warrant exercises (in shares) | 7,198,898 | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 24,876,512 | 24,876,512 | ||
Warrant exercise price (in USD per share) | $ 11.50 |
Retirement Plans (Details)_2
Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Plan | |||||
Contribution match percentage | 25.00% | 25.00% | |||
Matching contributions | $ 0.2 | $ 0.3 | $ 0.8 | $ 0.9 | $ 0.9 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Costs Incurred, Expected to be Incurred and Estimated Total Costs (Details) - Employee Termination Benefits $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Cost Incurred During the Period | $ 984 |
Cumulative Costs Incurred Through End of the Period | 984 |
Estimated Additional Costs to be Incurred | 0 |
Total Restructuring Costs Expected to be Incurred | $ 984 |
Restructuring - Summary of th_2
Restructuring - Summary of the Changes in Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring liabilities, beginning | $ 0 | $ 0 | $ 0 |
Provisions and adjustments | $ 1,046 | 984 | $ 984 |
Cash payments | (984) | ||
Restructuring liabilities, ending | $ 0 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income (loss) before income taxes | |||
Domestic | $ (154,290) | $ (68,645) | $ (56,631) |
Foreign | 342 | 736 | 959 |
Income (loss) before income tax expense | $ (153,948) | $ (67,909) | $ (55,672) |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current : | |||||||||||
Federal | $ (4,124) | $ 958 | $ 8 | ||||||||
State | (20) | (130) | 507 | ||||||||
Foreign | 56 | 430 | 268 | ||||||||
Total Current | (4,088) | 1,258 | 783 | ||||||||
Deferred : | |||||||||||
Federal | 3 | (1,942) | 3,805 | ||||||||
State | 1 | 1 | 2,040 | ||||||||
Foreign | 0 | 0 | 0 | ||||||||
Total Deferred | 4 | (1,941) | 5,845 | ||||||||
Provision for (benefit from) income taxes | $ 296 | $ 14 | $ 2,562 | $ 17 | $ (6,677) | $ (805) | $ 70 | $ 27 | $ (4,084) | $ (683) | $ 6,628 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Federal Provision at Statutory Rate to the Effective Tax Rate (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||||
U.S. federal provision at statutory rate | 21.00% | 21.00% | 21.00% | ||
State income taxes, net of federal benefit | 1.50% | 1.30% | 7.40% | ||
Foreign income taxes at rates other than the U.S. rate | 0.00% | (0.40%) | (0.10%) | ||
Tax credits | 3.00% | 6.70% | 4.50% | ||
Withholding taxes | (1.70%) | (1.50%) | 0.00% | ||
Permanent items | (1.40%) | (0.20%) | (0.70%) | ||
Uncertain tax benefits | (0.20%) | (0.20%) | (0.50%) | ||
2019 CARES Act impact | 4.30% | 0.00% | 0.00% | ||
Prior year return to provision adjustments | (1.70%) | (0.10%) | 0.20% | ||
Change in Valuation Allowance | (22.00%) | (25.70%) | (43.20%) | ||
Other | (0.10%) | 0.10% | (0.50%) | ||
Income Taxes Provision (Benefit) | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 42,698 | $ 27,325 |
Tax credits | 13,387 | 5,099 |
Deferred revenue | 224 | 4,601 |
Accruals and reserves | 3,449 | 4,336 |
Inventories | 1,850 | 2,176 |
Stock-based compensation | 16,179 | 129 |
Other | 117 | 52 |
Total deferred tax assets | 77,904 | 43,718 |
Deferred tax liabilities: | ||
Depreciation and amortization | (1,203) | (1,820) |
Prepaids | (1,149) | (427) |
Total deferred tax liabilities | (2,352) | (2,247) |
Net deferred tax assets before valuation allowance | 75,552 | 41,471 |
Valuation allowance | (75,558) | (41,473) |
Net deferred tax assets (liabilities) | $ (6) | $ (2) |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||
Unrecognized tax benefits as of the beginning of the year | $ 4,188 | $ 2,824 | $ 1,763 |
Increases related to prior year tax provisions | 400 | 308 | 78 |
Decrease related to prior year tax provisions | 0 | 0 | (216) |
Increase related to current year tax provisions | 1,240 | 1,282 | 1,199 |
Statue lapse | (43) | (226) | 0 |
Unrecognized tax benefits as of the end of the year | $ 5,785 | $ 4,188 | $ 2,824 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax refund received | $ 7,100 | |||
Tax benefit related to the release of a valuation allowance allowed by the CARES Act | $ 6,700 | |||
Valuation allowance on net deferred tax assets | 75,558 | $ 41,473 | ||
Unrecognized tax benefits, if recognized, impact on income tax | 500 | $ 1,300 | $ 1,600 | |
U.S Federal | ||||
Net operating loss carryforwards | 173,500 | |||
U.S Federal | Research and development | ||||
Tax credits | 9,500 | |||
State | ||||
Net operating loss carryforwards | 105,500 | |||
State | Research and development | ||||
Tax credits | 5,800 | |||
Foreign | ||||
Tax credits | $ 3,500 |
Commitments and Contingencies_4
Commitments and Contingencies- Future Minimum Lease Payments Under Non-Cancelable Capital and Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Capital Leases | |
2021 | $ 217 |
2022 | 14 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Net minimum lease payments | 231 |
Less amount representing interest | (7) |
Present value of net minimum lease payments | 224 |
Less current portion | (210) |
Long-term obligations as at the end of period | 14 |
Operating Leases | |
2021 | 4,036 |
2022 | 3,297 |
2023 | 3,357 |
2024 | 3,459 |
2025 | 3,563 |
Thereafter | 7,450 |
Net minimum lease payments | $ 25,162 |
Commitments and Contingencies_5
Commitments and Contingencies- Additional Information (Details) $ in Millions | Apr. 03, 2020 | Jun. 30, 2018item | Sep. 30, 2016patent | Mar. 31, 2021 | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 12, 2021case |
Loss Contingencies [Line Items] | |||||||||
Rent expense under operating leases | $ 1.1 | $ 4.4 | $ 4.3 | $ 4.1 | |||||
Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Remaining commitment period | 1 month | 1 month | |||||||
Maximum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Remaining commitment period | 1 year | 1 year | |||||||
Quanergy Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of patents allegedly infringed | 2 | 1 | |||||||
Number of claims filed | item | 2 | ||||||||
Securities Litigation | Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of cases | case | 2 | ||||||||
Class Action Lawsuit from Alleged WARN Violation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Period of accrued unpaid wages, salaries, commissions, bonuses and other compensation and benefits sought in claim | 60 days | ||||||||
Employment-Related Proceedings | |||||||||
Loss Contingencies [Line Items] | |||||||||
Payments for loss contingencies in connection with with the settlement of certain employment related legal proceedings | $ 2.4 |
Commitments and Contingencies_6
Commitments and Contingencies - Summary of Contractual Obligations and Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Purchase Commitments | ||
2021 | $ 31,496 | $ 37,364 |
2022 | 0 | 0 |
Total | 31,496 | 37,364 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
2021 | 1,465 | 1,732 |
2022 | 805 | 706 |
Total | $ 2,321 | $ 2,438 |
Segment, Geographic and Custo_7
Segment, Geographic and Customer Concentration Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||
Number of operating segments | segment | 1 | 1 | ||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | |||||||||
North America | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 41,228 | $ 49,634 | $ 84,541 | |||||||||
Percentage of Revenue | 43.00% | 49.00% | 59.00% | |||||||||
North America | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 5,044 | $ 9,253 | ||||||||||
Percentage of Revenue | 28.00% | 54.00% | 43.00% | 49.00% | 59.00% | |||||||
Asia Pacific | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 39,310 | $ 28,791 | $ 39,770 | |||||||||
Percentage of Revenue | 41.00% | 28.00% | 28.00% | |||||||||
Asia Pacific | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 9,506 | $ 5,624 | ||||||||||
Percentage of Revenue | 54.00% | 33.00% | 41.00% | 28.00% | 28.00% | |||||||
Europe, Middle East and Africa | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 14,824 | $ 22,973 | $ 18,635 | |||||||||
Percentage of Revenue | 16.00% | 23.00% | 13.00% | |||||||||
Europe, Middle East and Africa | Revenue | Geographic Concentration Risk | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 3,176 | $ 2,154 | ||||||||||
Percentage of Revenue | 18.00% | 13.00% | 16.00% | 23.00% | 13.00% |
Segment, Geographic and Custo_8
Segment, Geographic and Customer Concentration Information - Revenue by Countries and Customers Accounted For More Than 10% (Details) - customer | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Revenue | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 100.00% | 100.00% | 100.00% | ||
Number of Customers accounted for over 10% of Revenue | 2 | 2 | 2 | 2 | 2 |
Revenue | U.S. | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 26.00% | 31.00% | 34.00% | 46.00% | 59.00% |
Revenue | China | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 45.00% | 13.00% | 31.00% | 11.00% | 21.00% |
Revenue | Sweden | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 13.00% | ||||
Revenue | Canada | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concertration risk (as a percent) | 23.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholder A | ||||||
Related Party Transaction | ||||||
Revenue | $ 465 | $ (3,514) | $ 9,447 | |||
Stockholder B | ||||||
Related Party Transaction | ||||||
Revenue | 7,008 | 1,391 | 508 | |||
Stockholder C | ||||||
Related Party Transaction | ||||||
Revenue | 764 | 6,148 | $ 18 | |||
Stockholder D | ||||||
Related Party Transaction | ||||||
Revenue | 46 | |||||
Investor | ||||||
Related Party Transaction | ||||||
Refund, net of taxes | $ 4,100 | |||||
Investor | Stockholder A | ||||||
Related Party Transaction | ||||||
Revenue | $ 39 | $ 243 | ||||
Accounts receivable | 9 | |||||
Investor | Stockholder B | ||||||
Related Party Transaction | ||||||
Revenue | (56) | $ 3,544 | ||||
Accounts receivable | $ 1,288 | 3,085 | 1,404 | |||
Investor | Stockholder D | ||||||
Related Party Transaction | ||||||
Accounts receivable | $ 1,500 | $ 2,700 |
Related Party Transactions - _2
Related Party Transactions - Additional Information (Details) $ in Thousands | Sep. 29, 2020shares | Aug. 31, 2016employee | Jan. 31, 2017USD ($)instrument | Sep. 30, 2020employee | Sep. 30, 2019employee | Sep. 30, 2020employee | Sep. 30, 2019employee | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) |
Related Party Transaction | |||||||||||
Property, Plant and Equipment, Net | $ 16,805 | $ 26,278 | $ 15,541 | ||||||||
Future minimum lease payments | 25,162 | ||||||||||
Notes Receivable from Related Party | |||||||||||
Related Party Transaction | |||||||||||
Accrued and unpaid interest | 100 | ||||||||||
Officer | Notes Receivable from Related Party | |||||||||||
Related Party Transaction | |||||||||||
Interest rate | 3.15% | ||||||||||
Aggregated outstanding balance | 3,600 | ||||||||||
Number of promissory notes issued to related party | instrument | 2 | ||||||||||
Aggregate face amount of promissory notes issued to related party | $ 3,500 | ||||||||||
Investor | |||||||||||
Related Party Transaction | |||||||||||
Number of related parties who purchased products and services | employee | 4 | 4 | 4 | 4 | |||||||
Shares of common stock repurchased (in shares) | shares | 175,744 | ||||||||||
Investor | Stockholder D | |||||||||||
Related Party Transaction | |||||||||||
Accrued purchases | 6,300 | 2,700 | |||||||||
Outstanding purchase commitment | 15,000 | 24,900 | |||||||||
Receivables | 1,500 | 2,700 | |||||||||
Affiliated Entity | Corporate Headquarters Facility Rental | |||||||||||
Related Party Transaction | |||||||||||
Future minimum lease payments | 24,300 | ||||||||||
Rent expense | 3,300 | $ 3,100 | $ 3,000 | ||||||||
Affiliated Entity | Assets Leased To Related Party [Member] | Machinery and equipment | Stockholder D | |||||||||||
Related Party Transaction | |||||||||||
Property, Plant and Equipment, Net | 400 | $ 500 | |||||||||
Officer And Affiliated Entity | Litigation and Legal Matters from Not Seeking Indemnification | |||||||||||
Related Party Transaction | |||||||||||
Number of employees with employment-related claims | employee | 2 | ||||||||||
Payments in settlements in connection with litigation matters | 2,500 | ||||||||||
Payments in legal costs | $ 2,500 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Results of Operations (Unaudited) | ||||||||||||
Revenue | $ 17,726 | $ 17,846 | $ 32,099 | $ 28,386 | $ 17,031 | $ 18,972 | $ 13,517 | $ 29,086 | $ 39,823 | $ 95,362 | $ 101,398 | $ 142,946 |
Gross profit (loss) | 1,918 | (5,341) | 14,969 | 13,886 | 1,602 | 224 | (1,093) | 11,652 | 18,985 | 25,116 | 29,768 | 30,880 |
Operating loss | (40,571) | (111,454) | (2,742) | (9,705) | (30,003) | (29,764) | (26,888) | (2,642) | (153,904) | (69,013) | (56,152) | |
Operating Losses | (9,719) | |||||||||||
Provision for (benefit from) income taxes | 296 | 14 | 2,562 | 17 | (6,677) | (805) | 70 | 27 | (4,084) | (683) | 6,628 | |
Provision for income tax expenses | 25 | |||||||||||
Net loss | $ (40,817) | $ (111,457) | $ (5,295) | $ (9,727) | $ (23,385) | $ (28,741) | $ (26,827) | $ (2,182) | $ (149,864) | $ (67,226) | $ (62,300) | |
Net losses | $ (9,476) | |||||||||||
Net loss per share, basic and diluted (in USD per share) | $ (0.22) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) | |
Net loss per share | $ (0.07) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 18, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 25, 2018 | Dec. 31, 2017 |
Current assets: | |||||||||||
Total current assets | $ 430,019,000 | $ 404,714,000 | $ 101,971,000 | ||||||||
Total assets | 477,592,000 | 432,712,000 | 136,175,000 | ||||||||
Current liabilities: | |||||||||||
Accounts payable | 3,815,000 | 7,721,000 | 6,923,000 | ||||||||
Total current liabilities | 43,390,000 | 65,393,000 | 56,344,000 | ||||||||
Commitments and contingencies (Note 15) | |||||||||||
Stockholders' Equity: | |||||||||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 | 0 | 0 | ||||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,346,714 and 9,287,693 shares issued and outstanding (excluding 11,202,651 and 21,182,947 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively | 19,000 | 18,000 | 14,000 | ||||||||
Additional paid-in capital | 746,824,000 | 656,717,000 | 240,464,000 | ||||||||
Accumulated deficit | (354,914,000) | (315,682,000) | (164,016,000) | ||||||||
Total stockholders' equity | 391,677,000 | 340,823,000 | $ 52,880,000 | 76,246,000 | $ 93,615,000 | $ 111,479,000 | |||||
Total liabilities and stockholders' equity | $ 477,592,000 | $ 432,712,000 | 136,175,000 | ||||||||
GRAF INDUSTRIAL CORP. | |||||||||||
Current assets: | |||||||||||
Cash | $ 382,747 | 698,322 | $ 931,916 | 1,440,897 | $ 0 | ||||||
Prepaid expenses | 48,060 | 29,467 | 101,363 | ||||||||
Total current assets | 430,807 | 727,789 | 1,542,260 | ||||||||
Investments held in Trust Account | 117,294,619 | 248,988,147 | 244,890,301 | ||||||||
Total assets | 117,725,426 | 249,715,936 | 246,432,561 | ||||||||
Current liabilities: | |||||||||||
Accounts payable | 167,737 | 28,004 | 110,177 | ||||||||
Accrued expenses | 359,196 | 500 | 100,000 | ||||||||
Franchise tax payable | 100,100 | 200,000 | 103,013 | ||||||||
Income tax payable | 71,879 | 155,308 | 214,655 | ||||||||
Total current liabilities | 698,912 | 32,886,462 | 15,664,594 | ||||||||
Warrant liabilities | 0 | $ 0 | 32,502,650 | 15,136,749 | 0 | ||||||
Commitments and contingencies (Note 15) | |||||||||||
Common stock, $0.0001 par value; 11,202,651 and 21,182,947 shares subject to possible redemption at June 30, 2020 and December 31, 2019, respectively | 112,026,510 | 211,829,470 | 225,767,960 | ||||||||
Stockholders' Equity: | |||||||||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 | 0 | 0 | ||||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,346,714 and 9,287,693 shares issued and outstanding (excluding 11,202,651 and 21,182,947 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively | 635 | 929 | 789 | ||||||||
Additional paid-in capital | 17,853,006 | 14,846,199 | 923,412 | ||||||||
Accumulated deficit | (12,853,637) | (9,847,124) | 4,075,806 | ||||||||
Total stockholders' equity | 5,000,004 | $ 5,778,444 | 5,000,004 | $ 5,000,003 | $ 5,000,002 | 5,000,007 | $ 0 | ||||
Total liabilities and stockholders' equity | $ 117,725,426 | $ 249,715,936 | $ 246,432,561 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 2,250,000,000 | 2,250,000,000 | ||||
Common Stock, Shares, Issued | 175,912,194 | 137,911,975 | ||||
Common Stock, Shares, Outstanding | 189,684,580 | 175,912,194 | 168,713,296 | 137,911,975 | ||
GRAF INDUSTRIAL CORP. | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary Equity, Shares Outstanding | 11,202,651 | 21,182,947 | 22,576,796 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common Stock, Shares, Issued | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common Stock, Shares, Outstanding | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common stock possible redemption | 11,202,651 | 21,182,947 | 22,576,796 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating expenses: | ||||||||||||||||
General and administrative | $ 17,036,000 | $ 10,733,000 | $ 65,732,000 | $ 20,058,000 | $ 12,902,000 | |||||||||||
Loss from operations | (40,571,000) | $ (111,454,000) | $ (2,742,000) | $ (9,705,000) | (30,003,000) | $ (29,764,000) | $ (26,888,000) | $ (2,642,000) | (153,904,000) | (69,013,000) | (56,152,000) | |||||
Other incomes (expenses): | ||||||||||||||||
Income (loss) before income tax expense | (153,948,000) | (67,909,000) | (55,672,000) | |||||||||||||
Income tax expense | (296,000) | (14,000) | (2,562,000) | (17,000) | 6,677,000 | 805,000 | (70,000) | (27,000) | 4,084,000 | 683,000 | (6,628,000) | |||||
Net income (loss) | $ (40,817,000) | $ (111,457,000) | $ (5,295,000) | $ (9,727,000) | $ (23,385,000) | $ (28,741,000) | $ (26,827,000) | $ (2,182,000) | $ (149,864,000) | $ (67,226,000) | $ (62,300,000) | |||||
Weighted average shares outstanding of Public Shares | 189,222,807 | 137,911,975 | 148,088,589 | 133,942,714 | 129,948,023 | |||||||||||
Basic and diluted net income per share, Public Shares | $ (0.22) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) | |||||
GRAF INDUSTRIAL CORP. | ||||||||||||||||
Operating expenses: | ||||||||||||||||
General and administrative | $ 485,980 | $ 221,356 | $ 895,511 | $ 324,803 | $ 179,880 | $ 617,187 | ||||||||||
Franchise tax expense | 103,013 | 100,350 | ||||||||||||||
Loss from operations | (485,980) | (221,356) | (895,511) | (324,803) | (282,893) | (717,537) | ||||||||||
Other incomes (expenses): | ||||||||||||||||
Investment income on Trust Account | 72,958 | 1,471,028 | 845,679 | 2,893,394 | 1,125,181 | 5,239,790 | $ 1,125,181 | |||||||||
Change in fair value of warrant liability | 0 | (575,279) | (2,800,110) | (3,376,517) | 3,448,173 | (17,365,901) | ||||||||||
Total other income (expenses) | 72,958 | 895,749 | (1,954,431) | (483,123) | 4,573,354 | (12,126,111) | ||||||||||
Income (loss) before income tax expense | (413,022) | 674,393 | (2,849,942) | (807,926) | 4,290,461 | (12,843,648) | ||||||||||
Income tax expense | 4,821 | 319,342 | 156,571 | 611,714 | 214,655 | 1,079,282 | ||||||||||
Net income (loss) | $ (417,843) | [1] | $ (2,588,670) | $ 355,051 | $ (1,774,691) | $ (3,006,513) | $ (1,419,640) | $ 4,075,806 | $ (13,922,930) | |||||||
Weighted average shares outstanding of Public Shares | 13,585,117 | 24,376,512 | 18,980,815 | 24,376,512 | 24,201,371 | 24,376,512 | ||||||||||
Basic and diluted net income per share, Public Shares | $ 0 | $ 0.05 | $ 0.03 | $ 0.09 | $ 0.03 | $ 0.17 | ||||||||||
Weighted average shares outstanding of Founder Shares | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | ||||||||||
Basic and diluted net loss per share, Founder Shares | $ (0.07) | $ (0.13) | $ (0.59) | $ (0.61) | $ 0.54 | $ (2.94) | ||||||||||
[1] | Including the redemption of 12,921,275 Public Shares on April 16, 2020 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | GRAF INDUSTRIAL CORP.Common Stock | GRAF INDUSTRIAL CORP.Additional Paid-In Capital | GRAF INDUSTRIAL CORP.Accumulated Deficit | GRAF INDUSTRIAL CORP. | Total | ||||
Balance at Dec. 31, 2017 | $ 111,479,000 | ||||||||
Net loss | (62,300,000) | ||||||||
Balance at Dec. 31, 2018 | $ 789 | $ 923,412 | $ 4,075,806 | $ 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Balance at Jun. 25, 2018 | $ 0 | 0 | 0 | 0 | |||||
Balance (in shares) at Jun. 25, 2018 | 0 | ||||||||
Issuance of common stock to Sponsor | $ 646 | 24,354 | 0 | 25,000 | |||||
Issuance of common stock to Sponsor (in shares) | 6,468,750 | ||||||||
Additional offering costs | $ 0 | (5,588,339) | 0 | (5,588,339) | |||||
Common stock forfeited by Sponsor | $ (37) | 37 | 0 | 0 | |||||
Common stock forfeited by Sponsor (in shares) | (374,622) | ||||||||
Shares subject to possible redemption | $ (2,258) | (225,765,702) | 0 | (225,767,960) | |||||
Shares subject to possible redemption (in shares) | (22,576,796) | ||||||||
Net loss | $ 0 | 0 | 4,075,806 | 4,075,806 | |||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Additional offering costs | $ 0 | (15,564) | 0 | (15,564) | |||||
Shares subject to possible redemption | $ 18 | 1,790,232 | 0 | 1,790,250 | |||||
Shares subject to possible redemption (in shares) | 179,025 | ||||||||
Net loss | $ 0 | 0 | (1,774,691) | (1,774,691) | (2,182,000) | ||||
Balance at Mar. 31, 2019 | $ 807 | 2,698,080 | 2,301,115 | 5,000,002 | |||||
Balance (in shares) at Mar. 31, 2019 | 8,072,869 | ||||||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Net loss | (1,419,640) | ||||||||
Balance at Jun. 30, 2019 | $ 803 | 2,343,034 | 2,656,166 | 5,000,003 | |||||
Balance (in shares) at Jun. 30, 2019 | 8,037,364 | ||||||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Additional offering costs | $ 0 | (15,564) | 0 | (15,564) | |||||
Shares subject to possible redemption | $ 140 | 13,938,351 | 0 | 13,938,491 | |||||
Shares subject to possible redemption (in shares) | 1,393,849 | ||||||||
Net loss | $ 0 | 0 | (13,922,930) | (13,922,930) | (67,226,000) | ||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Balance at Mar. 31, 2019 | $ 807 | 2,698,080 | 2,301,115 | 5,000,002 | |||||
Balance (in shares) at Mar. 31, 2019 | 8,072,869 | ||||||||
Shares subject to possible redemption | $ (4) | (355,046) | 0 | (355,050) | |||||
Shares subject to possible redemption (in shares) | (35,505) | ||||||||
Net loss | $ 0 | 0 | 355,051 | 355,051 | |||||
Balance at Jun. 30, 2019 | $ 803 | 2,343,034 | 2,656,166 | 5,000,003 | |||||
Balance (in shares) at Jun. 30, 2019 | 8,037,364 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision | $ 0 | 35,302,760 | 0 | 35,302,760 | |||||
Shares subject to possible redemption | $ (320) | (31,935,330) | 0 | (31,935,650) | |||||
Shares subject to possible redemption (in shares) | (3,193,565) | ||||||||
Net loss | $ 0 | 0 | (2,588,670) | (2,588,670) | (23,385,000) | ||||
Balance at Mar. 31, 2020 | $ 609 | 18,213,629 | (12,435,794) | 5,778,444 | 52,880,000 | ||||
Balance (in shares) at Mar. 31, 2020 | 6,094,128 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Net loss | (3,006,513) | ||||||||
Balance at Jun. 30, 2020 | $ 635 | 17,853,006 | (12,853,637) | 5,000,004 | |||||
Balance (in shares) at Jun. 30, 2020 | 6,346,714 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Net loss | (149,864,000) | ||||||||
Balance at Dec. 31, 2020 | 340,823,000 | ||||||||
Balance at Mar. 31, 2020 | $ 609 | 18,213,629 | (12,435,794) | 5,778,444 | 52,880,000 | ||||
Balance (in shares) at Mar. 31, 2020 | 6,094,128 | ||||||||
Shares subject to possible redemption | $ 26 | (360,623) | 0 | (360,597) | |||||
Shares subject to possible redemption (in shares) | 252,586 | ||||||||
Net loss | $ 0 | [1] | 0 | [1] | (417,843) | [1] | (417,843) | [1] | (9,727,000) |
Balance at Jun. 30, 2020 | $ 635 | $ 17,853,006 | $ (12,853,637) | $ 5,000,004 | |||||
Balance (in shares) at Jun. 30, 2020 | 6,346,714 | ||||||||
Balance at Dec. 31, 2020 | 340,823,000 | ||||||||
Net loss | (40,817,000) | ||||||||
Balance at Mar. 31, 2021 | $ 391,677,000 | ||||||||
[1] | Including the redemption of 12,921,275 Public Shares on April 16, 2020 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Apr. 16, 2020shares |
GRAF INDUSTRIAL CORP. | |
Stock Redeemed or Called During Period, Shares | 12,921,275 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Cash Flows from Operating Activities: | ||||||||||||||||
Net loss | $ (40,817,000) | $ (5,295,000) | $ (9,727,000) | $ (23,385,000) | $ (28,741,000) | $ (26,827,000) | $ (2,182,000) | $ (149,864,000) | $ (67,226,000) | $ (62,300,000) | ||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts payable | (3,856,000) | 4,591,000 | 687,000 | (45,000) | (4,391,000) | |||||||||||
Net cash used in operating activities | (35,107,000) | (33,288,000) | (68,437,000) | (43,230,000) | (30,503,000) | |||||||||||
Cash Flows from Investing Activities | ||||||||||||||||
Net cash provided by (used in) investing activities | (83,533,000) | 1,371,000 | (134,527,000) | 29,544,000 | (19,383,000) | |||||||||||
Cash Flows from Financing Activities: | ||||||||||||||||
Net cash provided by financing activities | 69,179,000 | (659,000) | 347,726,000 | 49,790,000 | 44,158,000 | |||||||||||
Net increase in cash and cash equivalents | (49,443,000) | (32,599,000) | 144,644,000 | 36,100,000 | (5,856,000) | |||||||||||
Supplemental cash flow activities: | ||||||||||||||||
Cash paid for income taxes, net | $ 333,000 | 13,000 | (7,800,000) | 545,000 | 2,412,000 | |||||||||||
GRAF INDUSTRIAL CORP. | ||||||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||
Net loss | (417,843) | [1] | (2,588,670) | $ 355,051 | (1,774,691) | $ (3,006,513) | $ (1,419,640) | $ 4,075,806 | (13,922,930) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
Income earned on investments held in Trust Account | (72,958) | (1,471,028) | (845,679) | (2,893,394) | (1,125,181) | (5,239,790) | (1,125,181) | |||||||||
Change in fair value of warrant liability | 0 | 575,279 | 2,800,110 | 3,376,517 | (3,448,173) | 17,365,901 | ||||||||||
General and administrative costs paid by Sponsor in exchange for issuance of common stock | 8,500 | 0 | ||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Prepaid expenses | (18,593) | (89,848) | (101,363) | 71,896 | ||||||||||||
Accounts payable | (139,733) | 97,029 | 61,390 | (82,173) | ||||||||||||
Accrued expenses | (358,696) | 14,500 | 15,000 | (14,500) | ||||||||||||
Franchise tax payable | (99,900) | (3,013) | 103,013 | 96,987 | ||||||||||||
Income tax payable | (83,429) | (214,655) | 214,655 | (59,347) | ||||||||||||
Net cash used in operating activities | (755,575) | (1,355,562) | (196,353) | (1,783,956) | ||||||||||||
Cash Flows from Investing Activities | ||||||||||||||||
Investment income released from Trust Account to pay franchise and income taxes | $ 1,100,000 | 440,000 | 947,145 | 0 | 1,141,945 | |||||||||||
Withdrawal from Trust Account for redemption of Public Shares | 132,099,207 | 0 | ||||||||||||||
Net cash provided by (used in) investing activities | 132,539,207 | 947,145 | (243,765,120) | 1,141,945 | ||||||||||||
Cash Flows from Financing Activities: | ||||||||||||||||
Payment of offering costs | 0 | (100,564) | (5,438,052) | (100,564) | ||||||||||||
Redemption of Public Shares | (132,099,207) | 0 | ||||||||||||||
Net cash provided by financing activities | 132,099,207 | 100,564 | 245,402,370 | (100,564) | ||||||||||||
Cash deposited in Trust Account | (243,765,120) | 0 | ||||||||||||||
Net increase in cash and cash equivalents | (315,575) | (508,981) | 1,440,897 | (742,575) | ||||||||||||
Cash - beginning of the period | $ 382,747 | $ 698,322 | $ 931,916 | $ 1,440,897 | 698,322 | 1,440,897 | 0 | $ 698,322 | 1,440,897 | |||||||
Cash - end of the period | $ 698,322 | $ 382,747 | $ 698,322 | $ 931,916 | 382,747 | 931,916 | 1,440,897 | 698,322 | $ 1,440,897 | |||||||
Supplemental disclosure of noncash activities: | ||||||||||||||||
Change in value of common stock subject to possible redemption | 32,296,247 | (1,435,200) | 225,767,960 | (13,938,491) | ||||||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of common stock | 16,500 | 0 | ||||||||||||||
Deferred offering costs included in accounts payable | 48,787 | 0 | ||||||||||||||
Deferred offering costs included in accrued expenses | 85,000 | 0 | ||||||||||||||
Supplemental cash flow activities: | ||||||||||||||||
Cash paid for income taxes, net | $ 240,000 | $ 943,830 | $ 0 | $ 1,138,630 | ||||||||||||
[1] | Including the redemption of 12,921,275 Public Shares on April 16, 2020 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Description of Organization, Business Operations and Basis of Presentation | GRAF INDUSTRIAL CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization, Business Operations and Basis of Presentation Graf Industrial Corp. (the “Company”) is a blank check company incorporated in Delaware on June 26, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On July 2, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with VL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Velodyne Lidar, Inc., ("Velodyne"). See the Proposed Business Combination described below. As of June 30, 2020, the Company had not commenced any operations. All activity up to June 30, 2020 related to the Company’s formation and preparation for the initial public offering (the “Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on October 15, 2018. On October 18, 2018, the Company consummated the Initial Public Offering of 22,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $225 million, and incurred underwriting commissions of $4.5 million. On October 25, 2018, the Company consummated the closing of the sale of 1,876,512 additional Units upon receiving notice of the underwriters’ election to partially exercise their overallotment option (the “Over-allotment”), generating additional gross proceeds of approximately $18.8 million, and incurred additional underwriting commissions of approximately $0.4 million (Note 3). Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private Placement”) of 14,150,605 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, with the Sponsor, generating gross proceeds of approximately $7.08 million (Note 4). See the "Proposed Business Combination" section below, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. Upon the closing of the Initial Public Offering, the Over-allotment and the Private Placement, approximately $243.8 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”). The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-allotment and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. New York Stock Exchange (“NYSE”) rules require that the initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. If the Company seeks stockholder approval of a Business Combination, it will be proceeded with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or to provide for redemption in connection with a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company originally had 18 months from the closing of the Initial Public Offering (by April 18, 2020) to complete a Business Combination. On April 16, 2020, the Company filed an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a Business Combination (the “Extension”) from April 18, 2020 to July 31, 2020. The Company’s stockholders approved the Extension Amendment at a special meeting in lieu of the 2020 annual meeting of stockholders of the Company (the “Special Meeting”) on April 16, 2020. In connection with the Extension, an aggregate 12,921,275 shares of the Company’s common stock were redeemed, and approximately $132.1 million was withdrawn out of the Trust Account to pay for such redemption, leaving approximately $117.1 million remaining in the Company’s Trust Account to consummate a Business Combination. On July 23, 2020, the Company filed an amendment (the “Second Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to further extend the date by which the Company has to consummate a Business Combination (the “Second Extension”) from July 31, 2020 to October 31, 2020 (the “Combination Period”). The Company’s stockholders approved the Second Extension Amendment at a special meeting of stockholders of the Company on July 23, 2020. In connection with the Second Extension, an aggregate 1,105 shares of the Company’s common stock were redeemed, and approximately $11,000 was withdrawn out of the Trust Account to pay for such redemption, leaving approximately $117.1 million remaining in the Company’s Trust Account to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the officers, directors, the Sponsor or any of its members or their affiliates acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. Pursuant to the terms of the business combination marketing agreement (see Note 6), no fee will be payable if the Company does not complete a Business Combination. In the event that the Company does not complete a Business Combination and subsequently liquidates, the amount of such fee will be included with the funds held in the trust account that will be available to fund the redemption of Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination Merger Agreement On July 2, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with VL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Velodyne Lidar, Inc., (“Velodyne”). Pursuant to the terms of the Merger Agreement, the Company will acquire Velodyne through the merger of Merger Sub with and into Velodyne, with Velodyne surviving the merger (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Velodyne common stock, par value $0.0001 per share ("Velodyne common stock"), series A preferred stock, par value $0.0001 per share, series B preferred stock, par value $0.0001 per share, and series B-1 preferred stock, par value $0.0001 per share, (collectively, the "Velodyne capital stock") will be converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") in an aggregate amount which shall not exceed, taken together with any shares issuable in respect of vested equity awards of Velodyne, 143,575,763 shares of Common Stock. In addition, at the Effective Time, each outstanding and unsettled restricted stock unit in respect of shares of Velodyne common stock, option to purchase Velodyne common stock and unvested restricted share of Velodyne common stock will be rolled over into restricted stock units, options, or restricted shares, respectively, of Common Stock in accordance with the terms of the Merger Agreement. Prior to the closing of the Business Combination (the "Closing"), Velodyne intends to enter into agreements with certain of its shareholders pursuant to which, contemporaneously with the Closing, it will repurchase and cancel shares of Velodyne capital stock from such shareholders in exchange for an aggregate amount of cash not to exceed $50,000,000, to be paid by the Company following the Closing. The Company and Velodyne expect to offer such holders the option to receive, in lieu of cash, additional shares of common stock valued at $10.25 per share, or up to an additional 4,878,048 shares of common stock if all Velodyne equity holders elect to receive shares. Upon the closing of the Business Combination (the “Closing”), the former Velodyne equity holders are expected to hold, in the aggregate, approximately 83.4% of the issued and outstanding shares of common stock, assuming $50,000,000 of cash is used to repurchase Velodyne shares. Under the Merger Agreement, certain Velodyne equity holders will also be entitled to receive, in the aggregate, up to an additional 2,000,000 shares of common stock (including in the form of awards of restricted stock units settleable in shares of common stock) if the closing trading price of our common stock was greater than or equal to $15.00 for any 20 trading days within any 30 trading-day period, commencing on the date of the Merger Agreement and ending on the date that is six months after the Closing (“Earnout Trading Price”). Because the Earnout Trading Price was met on July 30, 2020, Velodyne equity holders will be entitled to receive such additional shares upon the Closing. In addition, Graf Acquisition LLC (our “Sponsor”) will retain 2,507,000 founder shares that were initially purchased by the Sponsor in a private placement prior to our IPO (the “Founder Shares”), including 275,000 "Earnout Founder Shares" that vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. Pursuant to the terms of the Merger Agreement, the Company is required to use commercially reasonable efforts to cause the Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to be approved for listing prior to the Closing. Following the Closing, the Company agreed to comply with the terms of any registration rights agreements by which Velodyne is bound in favor of Velodyne’s stockholders, treating shares of Common Stock to be held by such stockholders as registrable securities under such agreements. The consummation of the Merger is subject to the receipt of the requisite approval of the stockholders of each of the Company and Velodyne (such approvals, the "the Company stockholder approval" and the "Velodyne stockholder approval", respectively) and the fulfillment of certain other conditions. The consummation of the Merger is conditioned upon, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (the "HSR Act"), (ii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger, (iii) receipt of Graf stockholder approval, (iv) receipt of Velodyne stockholder approval, (v) the approval of the Extension (as defined in the Merger Agreement) and the other matters presented for Graf. On July 23, 2020, the Graf ‘s shareholders approved the Extension. On August 4, 2020, the Company received notice that the Federal Trade Commission granted early termination of the waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement. The obligations of Graf to consummate the Merger are also conditioned upon, among other things, customary closing conditions and the entering into employment agreements with certain officers of Velodyne on terms and conditions reasonably satisfactory to Graf (but no less favorable to such employees than their current employment arrangements). The obligations of Velodyne to consummate the Merger also are conditioned upon, among other things, (i) customary closing conditions, (ii) the amendment and restatement of Graf ‘s certificate of incorporation in substantially the form attached to the Merger Agreement and (iii) evidence that, immediately after the Closing, the funds in the Trust Account (as defined in the Merger Agreement), together with the funding of any amounts payable under the Subscription Agreements (as defined in the Merger Agreement), will be no less than an aggregate amount of $200,000,000. Support Agreement In connection with the execution of the Merger Agreement, the Company, Merger Sub and David Hall entered into a support agreement (the "Support Agreement"), providing, among other things, that at any meeting of the Velodyne stockholders and in connection with any written consent of the Velodyne stockholders, Mr. Hall will vote all of the outstanding shares of Velodyne common stock held by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy (or will execute and deliver a written consent with respect to such shares) in favor of the Merger and the adoption of the Merger Agreement, regardless of whether the Merger is no longer recommended by the Velodyne board of directors in accordance with the Merger Agreement. The shares of Velodyne common stock that are owned by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy, all of which are subject to the Support Agreement, represent a majority of the outstanding voting power of Velodyne. In addition, the Support Agreement prohibits Mr. Hall from engaging in activities that have the effect of soliciting an Acquisition Proposal (as defined in the Merger Agreement). Sponsor Agreement In connection with the execution of the Merger Agreement, Graf Acquisition LLC ("Sponsor") entered into a sponsor agreement (the "Sponsor Agreement") with the Company and Velodyne, pursuant to which, among other things, the Sponsor agreed to vote all Founder Shares (as defined in the Sponsor Agreement) beneficially owned by the Sponsor in favor of each of the proposals at the Company special stockholder meeting to be presented for the Company stockholder approval. The Sponsor Agreement amends and restates, with respect to the Sponsor, the Sponsor’s existing letter agreement, dated October 15, 2018 (the "existing sponsor agreement"), but will automatically revert to the existing sponsor agreement if the Merger Agreement is validly terminated. Pursuant to the Sponsor Agreement, the Sponsor will forfeit 3,519,128 Founder Shares and all of the Private Placement Warrants (as defined in the Sponsor Agreement), in each case for no consideration, immediately prior to (but conditioned and effective upon) completion of the Merger. Following completion of the Merger, the Sponsor will retain 2,507,000 Founder Shares, 275,000 of which shall be Earnout Founder Shares (as defined in the Sponsor Agreement). The Sponsor Agreement also provides that all Earnout Founder Shares shall be subject to the Earnout Trading Price performance vesting condition, and accordingly the Earnout Founder Shares vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. The Sponsor Agreement provides that the Sponsor will not redeem any Founder Shares in connection with the Merger. The Sponsor has also agreed, subject to certain exceptions, not to transfer any Founder Shares or any Private Placement Warrants (as defined in the Sponsor Agreement) (or any shares of Common Stock issuable upon exercise thereof) until the earlier of (A) one year after the completion of the Merger and (B) subsequent to the Merger, either (i) the achievement of a $12.00 Stock Price Level (provided that the applicable thirty ( 30 ) day trading day period commences at least 150 days after the Merger) or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the "Lock-up Period"). The applicable "Stock Price Level" will be considered achieved only when the closing price of Common Stock is greater than or equal to the applicable threshold for any twenty thirty The Sponsor Agreement shall terminate on the expiration of the Lock-up Period; provided, however, that if the Merger Agreement is validly terminated, the Sponsor Agreement shall automatically terminate and be of no force and effect and, with respect to the Sponsor, shall revert to the existing sponsor agreement. Subscription Agreements In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the "Subscription Agreements"), each dated as of July 2, 2020, with certain institutional investors, including the Sponsor (the "Investors"), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 15,000,000 shares of Common Stock at $10.00 per share to the Investors (including 950,000 shares to the Sponsor), for an aggregate purchase price of $150,000,000. The Sponsor owns approximately 34.3% of the outstanding shares of Common Stock and certain members of the Company’s management are members of the Sponsor. The obligations to consummate the subscriptions are conditioned upon, among other things, there being at least $50,000,000 remaining in the Company’s trust account on the Closing Date after taking into account redemptions by the Company’s public stockholders (if any) and certain customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. Going Concern As of June 30, 2020, the Company had approximately $383,000 outside of the Trust Account, approximately $2.7 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital deficit of approximately $96,000 (excluding tax obligations). Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.6 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the | GRAF INDUSTRIAL CORP. NOTES TO FINANCIAL STATEMENTS Note 1 — Description of Organization, Business Operations and Basis of Presentation Graf Industrial Corp. (the “Company”) is a blank check company incorporated in Delaware on June 26, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity up to December 31, 2019 related to the Company’s formation and preparation for the initial public offering (the “Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on October 15, 2018. On October 18, 2018, the Company consummated the Initial Public Offering of 22,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $225 million, and incurred underwriting commissions of $4.5 million. On October 25, 2018, the Company consummated the closing of the sale of 1,876,512 additional Units upon receiving notice of the underwriters’ election to partially exercise their overallotment option (the “Over-allotment”), generating additional gross proceeds of approximately $18.8 million, and incurred additional underwriting commissions of approximately $0.4 million (Note 3). Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private Placement”) of 14,150,605 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, with the Sponsor, generating gross proceeds of approximately $7.08 million (Note 4). Upon the closing of the Initial Public Offering, the Over-allotment and the Private Placement, approximately $243.8 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”). The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-allotment and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. New York Stock Exchange (“NYSE”) rules require that the initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 . If the Company seeks stockholder approval of a Business Combination, it will be proceeded with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or to provide for redemption in connection with a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (by April 18, 2020) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the officers, directors, the Sponsor or any of its members or their affiliates acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. Pursuant to the terms of the business combination marketing agreement (see Note 6), no fee will be payable if the Company does not complete a Business Combination. In the event that the Company does not complete a Business Combination and subsequently liquidates, the amount of such fee will be included with the funds held in the trust account that will be available to fund the redemption of Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of December 31, 2019, the Company had approximately $698,000 outside of the Trust Account, approximately $5.2 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital surplus of approximately $699,000 (excluding warrant liability and tax obligations). Through December 31, 2019, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.1 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 18, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 17,549,365 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at June 30, 2020 and December 31, 2019, 11,202,651 and 21,182,947 Public Shares were classified outside of permanent equity, respectively. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the “Public Warrants”) and Private Placement to purchase an aggregate of 28,895,338 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares for three months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $73,000 and approximately $1.5 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $55,000 and approximately $369,000, resulting in a total of approximately $18,000 and approximately $1.1 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the three months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $418,000 and net income of approximately $355,000, respectively, less income attributable to Public Shares of approximately $18,000 and approximately $1.1 million, resulted to a net loss of approximately $436,000 and approximately $747,000, respectively, by the weighted average number of Founder Shares outstanding for the periods. Net income per share, basic and diluted for Public Shares for six months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $846,000 and approximately $2.9 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $257,000 and approximately $612,000, resulting in a total of approximately $589,000 and approximately $2.3 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the six months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $3.0 million and approximately $1.4 million, respectively, less income attributable to Public Shares of approximately $589,000 and approximately $2.3 million, resulted to a net loss of approximately $3.6 million and approximately $3.7 million, respectively, by the weighted average number of Founder Shares outstanding for the periods. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or materisal deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020) under the Warrant Adjustment Provision (Note 7), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 24,376,512 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2019 and 2018, 21,182,947 and 22,576,796 Public Shares were classified outside of permanent equity, respectively. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the "Public Warrants") and Private Placement to purchase an aggregate of 19,263,558 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two class method of income per share. Net income per share, basic and diluted for Public Shares for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the investment income earned on the Trust Account of $5,239,790 and $1,125,181, respectively, net of applicable taxes and funds available to be withdrawn from the Trust Account of $1,179,632 and $317,669, resulting in a total of $4,060,158 and $807,512, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the net income, less income attributable to Public Shares, respectively, by the weighted average number of Founder Shares outstanding for the periods. The net income, less income attributable to Public Shares, are calculated by adding the change in fair value of the warrant liability of $17,365,901 and $3,448,173, respectively and general and administration expenses of $717,537 and $282,893 , respectively, less franchise tax expenses of $100,350 and $103,013, respectively which resulted in a net loss of $17,983,088 and a net income of $3,268,294, respectively for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019 and 2018, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Initial Public Offering | Note 3 — Initial Public Offering The Company sold an aggregate of 24,376,512 Units, including 1,876,512 Units upon the underwriters’ election to partially exercise the Over-allotment, at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Initially, each Public Warrant entitled the holder to purchase one-half of one share of common stock at a price of $11.50 per share if the Company had not consummated a Business Combination within 15 months from the closing of the Initial Public Offering. Since the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering, each Public Warrant will entitle the holder thereof to purchase three-quarters of one share of common stock at a price of $11.50 per share (such adjustment from one-half of one share to three-quarters of one share, the “Warrant Adjustment Provision”), subject to adjustment in either case (see Note 7). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to this potential adjustment to the settlement amount. See the “Proposed Business Combination” described in Note 1 above, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. | Note 3 — Initial Public Offering The Company sold an aggregate of 24,376,512 Units, including 1,876,512 Units upon the underwriters’ election to partially exercise the Over-allotment, at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per share, provided that if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering, each Public Warrant will entitle the holder thereof to purchase three-quarters of one share of common stock at a price of $11.50 per share (such adjustment from one-half of one share to three-quarters of one share, the "Warrant Adjustment Provision"), subject to adjustment in either case (see Note 7). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to this potential adjustment to the settlement amount. |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Private Placement | Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsor purchased an aggregate of 14,150,605 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of approximately $7.08 million. Each Private Placement Warrant has the same terms as the Public Warrants. A portion of the net proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. See the "Proposed Business Combination" described in Note 1 above, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. | Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsor purchased an aggregate of 14,150,605 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of approximately $7.08 million. Each Private Placement Warrant has the same terms as the Public Warrants. A portion of the net proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants until the date that is 30 days after the completion of a Business Combination. |
Related Party Transactions_2_3
Related Party Transactions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | Note 17. Related Party Transactions Certain holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of March 31, 2021 and December 31, 2020, the Company had $3.2 million and $6.3 million, respectively, of payable and accrued purchases and $8.5 million and $15.0 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $0.2 million and $1.5 million, respectively, of receivables from this stockholder which was included in other current assets as of March 31, 2021 and December 31, 2020. The Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.5 million and $0.4 million, respectively, as of March 31, 2021 and December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its former officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of March 31, 2021, future minimum lease payments totaled $23.5 million related to this facility. Lease cost and rent expense under this lease was $0.8 million and $0.8 million, respectively, for the three months ended March 31, 2021 and 2020. | Note 17. Related Party Transactions Four holders of the pre-combination Velodyne’s convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of December 31, 2020 and December 31, 2019, the Company had $6.3 million and $2.7 million, respectively, of payable and accrued purchases and $15.0 million and $24.9 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $1.5 million and $2.7 million, respectively, of receivables from this stockholder which was included in other current assets as of December 31, 2020 and December 31, 2019. During 2020, the Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.4 million as of December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. On September 29, 2020, in connection with the Business Combination, the Company repurchased 175,744 shares of common stock (post-conversion) from certain holders of pre-combination Velodyne’s common stock, who are family members of one of the Company’s officers. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of December 31, 2020, future minimum lease payments totaled $24.3 million related to this facility. Rent expense under this lease was $3.3 million, $3.1 million and $3.0 million, respectively, for 2020, 2019 and 2018. In January 2017 and December 2016, the Company issued two interest-bearing unsecured promissory notes totaling $3.5 million to one of its officers for purposes of financing the acquisition of the above headquarters facility. The loan accrued interest at a rate of 3.15% per annum. As of December 31, 2019, immediately prior to repayment, the aggregate outstanding balance of the loan was approximately $3.6 million, including aggregate accrued and unpaid interest of $0.1 million. The officer made monthly interest-only payments to the Company on the loan beginning in December 2017 and repaid all outstanding principal and interest due under the two promissory notes on December 31, 2019. In August 2016, the Company entered into an agreement with one of its officers and Velodyne Acoustics, LLC (Acoustics), a company formerly owned by the officer. Pursuant to which Acoustics agreed to, among other things, indemnify, defend and hold harmless the pre-combination Velodyne from and against any and all liabilities relating to, arising out of or resulting from certain litigation matters (Litigation Indemnification Agreement). The litigation matters giving rise to the indemnification obligations involved certain employment-related claims of two former employees of Velodyne Acoustics, which was the predecessor of Acoustics. In November 2019, the Company elected not to seek indemnification from Acoustics for the litigation matters under the terms of the Litigation Indemnification Agreement and assumed control and financial responsibility for the litigation matters. By not seeking indemnification from Acoustics, the Company has paid approximately $2.5 million in settlements in connection with the litigation matters and $2.5 million in legal costs as of December 31, 2020, all of which are included in general and administration in the statement of operations. Such payments and costs incurred that were the subject of the Litigation Indemnification Agreement indirectly benefit the officer and controlling shareholder of the Company, the former sole owner of Acoustics. The Company believes that the litigation matters covered by the Litigation Indemnification Agreement are complete and the Company does not expect to incur additional expenses related to these litigation matters. | ||
GRAF INDUSTRIAL CORP. | ||||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 13, 2018, the Sponsor returned to the Company, at no cost, 2,156,250 shares of common stock, which the Company cancelled, resulting in the Sponsor holding 6,468,750 Founder Shares. On October 9, 2018, the Sponsor transferred 25,000 Founder Shares at the same per-share price paid by the Sponsor to each of Keith Abell and Sabrina McKee, two of the Company’s directors (then director-nominees), resulting in the Sponsor holding 6,418,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercised their over-allotment option; thus, an aggregate of 374,622 Founder Shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans Prior to the consummation of the Initial Public Offering, the Sponsor had loaned the Company an aggregate of $130,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”) and James A. Graf had advanced the Company $100 in connection with the initial establishment of a bank account. The Promissory Note and the advance from James A. Graf were non-interest bearing. The Company repaid the Promissory Note and the advances to James A. Graf on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into additional warrants at a price of $0.75 per warrant. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. Administrative Support Agreement The Company entered into an agreement commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to reimburse an affiliate of its Sponsor up to $5,000 per month for office space, utilities and secretarial and administrative support on an at-cost basis to the extent such office space, utilities and support is not contracted with the Company directly. The Company recorded and paid approximately $2,700 and $2,600 in expenses in connection with such agreement on the accompanying unaudited condensed consolidated statements of operations for the three months ended June 30, 2020 and 2019, respectively. The Company recorded and paid approximately $5,300 and $5,200 in expenses in connection with such agreement on the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2020 and 2019, respectively. | Note 5 — Related Party Transactions Founder Shares On June 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 13, 2018, the Sponsor returned to the Company, at no cost, 2,156,250 shares of common stock, which the Company cancelled, resulting in the Sponsor holding 6,468,750 Founder Shares. On October 9, 2018, the Sponsor transferred 25,000 Founder Shares at the same per-share price paid by the Sponsor to each of Keith Abell and Sabrina McKee, two of the Company’s directors (then director-nominees), resulting in the Sponsor holding 6,418,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercised their over-allotment option; thus, an aggregate of 374,622 Founder Shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans During the period from June 26, 2018 (inception) through December 31, 2018, the Sponsor had loaned the Company an aggregate of $130,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”) and James A. Graf had advanced the Company $100 in connection with the initial establishment of a bank account. The Promissory Note and the advance from James A. Graf were non-interest bearing. The Company repaid the Promissory Note and the advances to James A. Graf on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants at a price of $0.50 (or $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant . To date, the Company has no borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to reimburse an affiliate of its Sponsor up to $5,000 per month for office space, utilities and secretarial and administrative support on an at-cost basis to the extent such office space, utilities and support is not contracted with the Company directly. The Company recorded and paid approximately $10,000 and $2,000 in expenses in connection with such agreement on the accompanying Statements of Operations for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018, respectively. |
Commitments and Contingencies_7
Commitments and Contingencies | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Employment Matters On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01486-SI. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against the Company, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against the Company, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations, controls and prospects and seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between July 2, 2020 and March 17, 2021. The Company believes that the putative class actions are likely to be consolidated and proceed as a single litigation. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names the Company as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21-cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserts claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. Contingency Assessment The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. As of March 31, 2021, the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | Note 15. Commitments and Contingencies Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor company is owned by one of the Company’s officers. Please see Note 17. Related Party Transactions. The Company also entered into capital leases for purchasing of information technology equipment. As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 Rent expense under operating leases was approximately $4.4 million, $4.3 million and $4.1 million, respectively, for 2020, 2019 and 2018. Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year . The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non- infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to Amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Hesai and RoboSense Litigation On August 13, 2019, the Company filed separate complaints against Hesai Photonics Technology Co., Ltd. (Hesai) (5:19-cv-4742-EJD) and Suteng Innovation Technology Co., Ltd. (RoboSense) (5:19-cv-4746-EJD), in the United States District Court for the Northern District of California. These complaints allege infringement of the ‘558 patent by Hesai and RoboSense, respectively. In both cases, the Company sought, among other relief, a permanent injunction and to be determined monetary damages adequate to compensate us for the alleged infringement. Both cases were stayed pending resolution of the ITC investigation (No. 337-TA-1173). On July 8, 2020, Velodyne filed a Notice of Dismissal with Prejudice of the Hesai case (5:19-cv-4742-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. The Hesai case is now terminated. On September 30, 2020, the Company filed a Notice of Dismissal with Prejudice of the RoboSense case (5:19-cv-4746-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. The RoboSense case is now terminated. On August 15, 2019, the Company also filed a patent infringement complaint with the United States International Trade Commission (ITC) against Hesai and RoboSense. The complaint filed with the ITC alleges violations of Section 337 of the Tariff Act of 1930, as amended, by both Hesai and RoboSense and requests that the ITC investigate Hesai and RoboSense for unlawfully importing and selling products that infringe upon the ‘558 patent. On August 28, 2019, the Company filed a supplement with the ITC. The Company is asking the ITC to issue permanent limited exclusion orders and permanent cease and desist orders against Hesai and RoboSense to stop the importation and sale of the following products in the United States: (a) rotating 3-D lidar devices; (b) components thereof; and (c) sensing systems containing the same. On September 11, 2019, the Company received notice that the ITC instituted an investigation of Hesai and RoboSense (No. 337-TA-1173). On July 8, 2020, Velodyne and Hesai jointly moved to terminate the ITC investigation with respect to Hesai pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. On July 13, 2020, the ALJ issued Order No. 33, granting the joint motion. Order No. 33 is an Initial Determination that terminates Hesai from the Investigation. On August 4, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to Hesai. As a result, the case against Hesai is now terminated. On September 30, 2020, Velodyne and RoboSense filed a Joint Motion for and Memorandum in Support of Termination of the Investigation based on the Litigation Settlement and Patent Cross License Agreement discussed further below. On October 1, 2020, the ALJ issued Order No. 48 granting the joint motion. Order No. 48 is an Initial Determination that terminates RoboSense from the Investigation. On October 15, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to RoboSense. As a result, the case against RoboSense is now terminated. On November 8, 2019, Velodyne Lidar, Inc., Velodyne Europe GmbH, Gotting KG, and IFTAS GmbH were sued by Hesai for alleged patent infringement before the District Court of Frankfurt, Germany (Docket No. 2-6 O 461/19). Hesai sought money damages and an injunction. On July 8, 2020, Hesai withdrew the case pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. This case is now terminated. On April 30, 2020, Hesai filed four cases in the Shanghai Intellectual Property Court against the Company, Beijing Velodyne Laser Technology Co., Ltd (Velodyne Beijing), and Shanghai Keming Instrument Co., Ltd (Keming) (collectively, Defendants). The cases were docketed by the court on May 6, 2020. Hesai asserts that the Defendants infringed three patents registered in the People’s Republic of China. Each case sought an injunction and monetary damages. On July 8, 2020, Hesai withdrew the four China cases pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. These cases are now terminated. On June 24, 2020, the Company entered into a Litigation Settlement and Patent Cross-License Agreement with Hesai to resolve all of the disputes between the parties, as described above, and agreed on the terms of a patent cross-license and releases of liability. Under the terms of the settlement, Hesai agreed to make a one-time payment to compensate the Company for Hesai’s past use of the Company’s technologies, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. The parties also agreed to terminate all of the matters related to Hesai described above. On September 21, 2020, Velodyne entered into a Litigation Settlement and Patent Cross-License Agreement with RoboSense to resolve all of the disputes between Velodyne and RoboSense, as described above, and agreed on the terms of a patent cross-license and releases of liability. The parties also agreed to terminate all of the litigation matters between Velodyne and RoboSense described above. Employment Matters On April 3, 2020, a former employee filed a class action lawsuit in the United States District Court for the Northern District of California. The complaint alleges that the Company violated the federal Worker Adjustment and Retraining Notification Act, or WARN Act, and California WARN Act in connection with its termination of the employment of the plaintiff and other similarly situated employees. The plaintiff seeks to certify the action as a class action and seeks various other remedies on behalf of himself and others, including unpaid wages, salaries, commissions, bonuses and other compensation and benefits that would have accrued during the following 60 days. The parties have reached an agreement to resolve the case and the plaintiff filed a voluntary dismissal of the case on June 29, 2020 in accordance with the terms of the settlement. This case is now terminated. On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021 . Business Combination On August 4, 2020, a purported shareholder of Graf commenced a putative class action against Graf and its directors in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that the Board members, aided and abetted by Graf, breached their fiduciary duties by entering into the Merger Agreement with Velodyne. The Plaintiff alleges that the Merger Agreement undervalues Graf, was the result of an improper process and that Graf’s disclosure concerning the proposed Merger is inadequate. As a result of these alleged breaches of fiduciary duty, the Plaintiff seeks, among other things, an award of rescissory damages. The Company believes the claim is without merit and intends to defend itself vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, Case No. 21-cv-01486. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages. The Company believes the claim is without merit and intend to defend ourselves vigorously. On March 12, 2021, Robert Reese, a purported shareholder of the Company, filed a putative class action lawsuit entitled Reese v. Velodyne Lidar, Inc et al. Moradpour v. Velodyne Lidar, Inc On March 12, 2021, a shareholder derivative lawsuit was filed by Peter D’Arcy against current and former Velodyne Board members and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and against Velodyne Lidar, Inc. as a nominal defendant. The case, filed in the United States District Court for the District of Delaware, asserts claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim against Gopalan and Hamer. The allegations center on recent public statements and securities filings made by Velodyne, beginning with the company’s November 9, 2020 Form 10-Q and continuing through the Form 8-K filed on March 4, 2021, and on recent public statements and securities filings made by David Hall and Marta Thoma Hall. On March 16, 2021, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by purported shareholders David Kondner and Brandon Jordan against the same defendants as named in D’Arcy’s complaint. The complaint by Kondner and Jordan makes similar allegations as those in D’Arcy’s complaint and seeks damages purportedly on behalf of the Company for alleged breaches of fiduciary duty and waste of corporate assets by the defendants. Velodyne intends to retain counsel and vigorously contest the allegations in both actions. Accruals for Loss Contingencies The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. During 2020, the Company had accrued and paid $2.4 million for loss contingencies in connection with the settlement of certain employment related legal proceedings. As of December 31, 2020 the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | ||
GRAF INDUSTRIAL CORP. | ||||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised this option on October 25, 2018 to purchase 1,876,512 additional Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or approximately $4.88 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital and Oppenheimer & Co. Inc. as advisors in connection with the Business Combination. The Company will pay EarlyBirdCapital and Oppenheimer & Co. Inc. for such services upon the consummation of the Business Combination (i) a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) an amount equal to up to 40% of which may, in the Company’s discretion, be allocated by the Company to other FINRA members, plus (ii) 150,000 shares of common stock to be issued to EarlyBirdCapital and/or its designees. EarlyBirdCapital and/or its designees will be entitled to registration rights requiring the Company to register such shares for resale. The Company has agreed to use its best efforts to effect such registration in connection with the consummation of the Business Combination or, if not then reasonably practicable, to use the Company’s best efforts to file a registration statement covering such shares within 15 days of the closing of the Business Combination. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. This fee is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of June 30, 2020. | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised this option on October 25, 2018 to purchase 1,876,512 additional Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or approximately $4.88 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital and Oppenheimer & Co. Inc. as advisors in connection with the Business Combination. The Company will pay EarlyBirdCapital and Oppenheimer & Co. Inc. for such services upon the consummation of the Business Combination (i) a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) an amount equal to up to 40% of which may, in the Company’s discretion, be allocated by the Company to other FINRA members, plus (ii) 150,000 shares of common stock to be issued to EarlyBirdCapital and/or its designees. EarlyBirdCapital and/or its designees will be entitled to registration rights requiring the Company to register such shares for resale. The Company has agreed to use its best efforts to effect such registration in connection with the consummation of the Business Combination or, if not then reasonably practicable, to use the Company’s best efforts to file a registration statement covering such shares within 15 days of the closing of the Business Combination. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. This fee is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of December 31, 2019. |
Warrant Liability
Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Warrant Liability | Note 7 — Warrant Liability The Company previously had outstanding warrants to purchase an aggregate of 19,263,558 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to the potential of there being adjustments to the settlement amount of such warrants due to the Warrant Adjustment Provision. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. As a result, the shares of common stock underlying the Company’s warrants increased by 9,631,779 shares, totaling 28,895,338. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants are redeemable by the Company on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company utilizes a binomial Monte-Carlo options pricing model to value the warrants at each reporting period, with changes in fair value recognized in the unaudited condensed consolidated statements of operations. The Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $2.8 million on the accompanying unaudited condensed consolidated statements of operations, resulting in warrant liabilities of $35,302,760 as of January 18, 2020 when the Warrant Adjustment Provision came into effect. The warrant liabilities, after being remeasured, was reclassified to additional paid-in capital within stockholders’ equity. The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 Change in fair value of warrant liabilities 2,800,110 Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision (35,302,760) Warrant liabilities at January 18, 2020 $ — The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of January 18, 2020 and December 31, 2019: As of December 31, As of January 18, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.19 $ 10.11 Volatility 60 % 60 % Probability of completing a Business Combination 87 % 87 % Expected life of the options to convert 4.97 4.92 Risk-free rate 1.69 % 1.63 % Dividend yield 0.0 % 0.0 % Discount for lack of marketability (1) 10.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. | Note 7 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 19,263,558 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to the potential of there being adjustments to the settlement amount of such warrants due to the Warrant Adjustment Provision. As of December 31, 2019, the Company’s management deemed that it was highly probable that the Warrant Adjustment Provision would come into effect. The shares of common stock underlying the Company’s warrants increased by 9,631,779 shares on January 18, 2020, totaling 28,895,338. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants are redeemable by the Company on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company utilizes a binomial Monte-Carlo options pricing model to value the warrants at each reporting period, with changes in fair value recognized in the Statements of Operations. As such, the Company recorded $18,584,922 of warrant liabilities upon issuance as of October 18, 2018. For the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $17.4 million and $3.4 million on the Statements of Operations, resulting in warrant liabilities of $32,502,650 and $15,136,749 as of December 31, 2019 and 2018 on the balance sheets, respectively. The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at June 26, 2018 (inception) $ — Issuance of Public and Private Warrants 18,584,922 Change in fair value of warrant liabilities (3,448,173) Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019, and 2018 and at issuance: As of As of At issuance December 31, 2018 December 31, 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.60 $ 10.19 Volatility 50.0 % 60 % 60 % Probability of completing a Business Combination 87.8 % 86 % 87 % Expected life of the options to convert 6.17 5.97 4.97 Risk-free rate 3.11 % 2.55 % 1.69 % Dividend yield 0.0 % 0.0 % 0.0 % Discount for lack of marketability(1) 15.0 % 15.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy: June 30, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — December 31, 2019 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — Warrant Liabilities $ — $ — $ 32,502,650 | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2019 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Warrant liabilities $ — $ — $ 32,502,650 December 31, 2018 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 244,890,301 $ — $ — Warrant liabilities $ — $ — $ 15,136,749 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. |
Stockholders' Equity_2_3
Stockholders' Equity | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | Note 9. Stockholders’ Equity Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20 -trading days within a 30 -trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | Note 9. Stockholders’ Equity Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 (Closing Date) Preferred Stock Conversion Ratio Common Stock Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $162.9 million in net proceeds from the exercises of warrants in 2021 as of March 31, 2021. Dividend The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | ||
GRAF INDUSTRIAL CORP. | ||||
Stockholders' Equity | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — and 2018, there were 30,470,640 shares of common stock issued or outstanding, including an aggregate of 21,182,947 and 22,576,796 shares of common stock classified outside of subject to possible redemption, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Subsequent Events | Note 10 — Subsequent Events As more fully described in Note 1 above, on July 2, 2020, the Company entered into a definitive agreement for a business combination with Velodyne Lidar, Inc. and on July 23, 2020, the Company filed the Second Extension Amendment to further extend the date by which the Company has to consummate a business combination from July 31, 2020 to October 31, 2020. In connection with the Second Extension, an aggregate 1,105 shares of our common stock was redeemed, and approximately $11,000 was withdrawn out of the trust account to pay for such redemption leaving approximately $117.1 million remaining in our trust account to consummate a business combination. On August 5, 2020, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) October 31, 2020 and (ii) the effective date of its initial business combination (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note into warrants to purchase shares of Company common stock, at a conversion price of $0.75 per warrant, with each warrant entitling the holder to purchase three -fourths (3/4) of one share of common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the financial statements.s | Note 11 — Subsequent Events On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability. As a result, the shares of common stock underlying the Company’s warrants increased by 9,631,779 shares, totaling 28,895,338. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Going Concern | Going Concern As of June 30, 2020, the Company had approximately $383,000 outside of the Trust Account, approximately $2.7 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital deficit of approximately $96,000 (excluding tax obligations). Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.6 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 31, 2020. | |||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | ||
Net Income (Loss) Per Common Share | Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. | |||
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |||
Concentration of Credit Risk | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. | ||
Fair Value of Financial Instruments | The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. | |||
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. | ||
GRAF INDUSTRIAL CORP. | ||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Proposed Business Combination | Proposed Business Combination Merger Agreement On July 2, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with VL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Velodyne Lidar, Inc., (“Velodyne”). Pursuant to the terms of the Merger Agreement, the Company will acquire Velodyne through the merger of Merger Sub with and into Velodyne, with Velodyne surviving the merger (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Velodyne common stock, par value $0.0001 per share ("Velodyne common stock"), series A preferred stock, par value $0.0001 per share, series B preferred stock, par value $0.0001 per share, and series B-1 preferred stock, par value $0.0001 per share, (collectively, the "Velodyne capital stock") will be converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") in an aggregate amount which shall not exceed, taken together with any shares issuable in respect of vested equity awards of Velodyne, 143,575,763 shares of Common Stock. In addition, at the Effective Time, each outstanding and unsettled restricted stock unit in respect of shares of Velodyne common stock, option to purchase Velodyne common stock and unvested restricted share of Velodyne common stock will be rolled over into restricted stock units, options, or restricted shares, respectively, of Common Stock in accordance with the terms of the Merger Agreement. Prior to the closing of the Business Combination (the "Closing"), Velodyne intends to enter into agreements with certain of its shareholders pursuant to which, contemporaneously with the Closing, it will repurchase and cancel shares of Velodyne capital stock from such shareholders in exchange for an aggregate amount of cash not to exceed $50,000,000, to be paid by the Company following the Closing. The Company and Velodyne expect to offer such holders the option to receive, in lieu of cash, additional shares of common stock valued at $10.25 per share, or up to an additional 4,878,048 shares of common stock if all Velodyne equity holders elect to receive shares. Upon the closing of the Business Combination (the “Closing”), the former Velodyne equity holders are expected to hold, in the aggregate, approximately 83.4% of the issued and outstanding shares of common stock, assuming $50,000,000 of cash is used to repurchase Velodyne shares. Under the Merger Agreement, certain Velodyne equity holders will also be entitled to receive, in the aggregate, up to an additional 2,000,000 shares of common stock (including in the form of awards of restricted stock units settleable in shares of common stock) if the closing trading price of our common stock was greater than or equal to $15.00 for any 20 trading days within any 30 trading-day period, commencing on the date of the Merger Agreement and ending on the date that is six months after the Closing (“Earnout Trading Price”). Because the Earnout Trading Price was met on July 30, 2020, Velodyne equity holders will be entitled to receive such additional shares upon the Closing. In addition, Graf Acquisition LLC (our “Sponsor”) will retain 2,507,000 founder shares that were initially purchased by the Sponsor in a private placement prior to our IPO (the “Founder Shares”), including 275,000 "Earnout Founder Shares" that vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. Pursuant to the terms of the Merger Agreement, the Company is required to use commercially reasonable efforts to cause the Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to be approved for listing prior to the Closing. Following the Closing, the Company agreed to comply with the terms of any registration rights agreements by which Velodyne is bound in favor of Velodyne’s stockholders, treating shares of Common Stock to be held by such stockholders as registrable securities under such agreements. The consummation of the Merger is subject to the receipt of the requisite approval of the stockholders of each of the Company and Velodyne (such approvals, the "the Company stockholder approval" and the "Velodyne stockholder approval", respectively) and the fulfillment of certain other conditions. The consummation of the Merger is conditioned upon, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (the "HSR Act"), (ii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger, (iii) receipt of Graf stockholder approval, (iv) receipt of Velodyne stockholder approval, (v) the approval of the Extension (as defined in the Merger Agreement) and the other matters presented for Graf. On July 23, 2020, the Graf ‘s shareholders approved the Extension. On August 4, 2020, the Company received notice that the Federal Trade Commission granted early termination of the waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement. The obligations of Graf to consummate the Merger are also conditioned upon, among other things, customary closing conditions and the entering into employment agreements with certain officers of Velodyne on terms and conditions reasonably satisfactory to Graf (but no less favorable to such employees than their current employment arrangements). The obligations of Velodyne to consummate the Merger also are conditioned upon, among other things, (i) customary closing conditions, (ii) the amendment and restatement of Graf ‘s certificate of incorporation in substantially the form attached to the Merger Agreement and (iii) evidence that, immediately after the Closing, the funds in the Trust Account (as defined in the Merger Agreement), together with the funding of any amounts payable under the Subscription Agreements (as defined in the Merger Agreement), will be no less than an aggregate amount of $200,000,000. Support Agreement In connection with the execution of the Merger Agreement, the Company, Merger Sub and David Hall entered into a support agreement (the "Support Agreement"), providing, among other things, that at any meeting of the Velodyne stockholders and in connection with any written consent of the Velodyne stockholders, Mr. Hall will vote all of the outstanding shares of Velodyne common stock held by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy (or will execute and deliver a written consent with respect to such shares) in favor of the Merger and the adoption of the Merger Agreement, regardless of whether the Merger is no longer recommended by the Velodyne board of directors in accordance with the Merger Agreement. The shares of Velodyne common stock that are owned by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy, all of which are subject to the Support Agreement, represent a majority of the outstanding voting power of Velodyne. In addition, the Support Agreement prohibits Mr. Hall from engaging in activities that have the effect of soliciting an Acquisition Proposal (as defined in the Merger Agreement). Sponsor Agreement In connection with the execution of the Merger Agreement, Graf Acquisition LLC ("Sponsor") entered into a sponsor agreement (the "Sponsor Agreement") with the Company and Velodyne, pursuant to which, among other things, the Sponsor agreed to vote all Founder Shares (as defined in the Sponsor Agreement) beneficially owned by the Sponsor in favor of each of the proposals at the Company special stockholder meeting to be presented for the Company stockholder approval. The Sponsor Agreement amends and restates, with respect to the Sponsor, the Sponsor’s existing letter agreement, dated October 15, 2018 (the "existing sponsor agreement"), but will automatically revert to the existing sponsor agreement if the Merger Agreement is validly terminated. Pursuant to the Sponsor Agreement, the Sponsor will forfeit 3,519,128 Founder Shares and all of the Private Placement Warrants (as defined in the Sponsor Agreement), in each case for no consideration, immediately prior to (but conditioned and effective upon) completion of the Merger. Following completion of the Merger, the Sponsor will retain 2,507,000 Founder Shares, 275,000 of which shall be Earnout Founder Shares (as defined in the Sponsor Agreement). The Sponsor Agreement also provides that all Earnout Founder Shares shall be subject to the Earnout Trading Price performance vesting condition, and accordingly the Earnout Founder Shares vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. The Sponsor Agreement provides that the Sponsor will not redeem any Founder Shares in connection with the Merger. The Sponsor has also agreed, subject to certain exceptions, not to transfer any Founder Shares or any Private Placement Warrants (as defined in the Sponsor Agreement) (or any shares of Common Stock issuable upon exercise thereof) until the earlier of (A) one year after the completion of the Merger and (B) subsequent to the Merger, either (i) the achievement of a $12.00 Stock Price Level (provided that the applicable thirty ( 30 ) day trading day period commences at least 150 days after the Merger) or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the "Lock-up Period"). The applicable "Stock Price Level" will be considered achieved only when the closing price of Common Stock is greater than or equal to the applicable threshold for any twenty thirty The Sponsor Agreement shall terminate on the expiration of the Lock-up Period; provided, however, that if the Merger Agreement is validly terminated, the Sponsor Agreement shall automatically terminate and be of no force and effect and, with respect to the Sponsor, shall revert to the existing sponsor agreement. Subscription Agreements In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the "Subscription Agreements"), each dated as of July 2, 2020, with certain institutional investors, including the Sponsor (the "Investors"), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 15,000,000 shares of Common Stock at $10.00 per share to the Investors (including 950,000 shares to the Sponsor), for an aggregate purchase price of $150,000,000. The Sponsor owns approximately 34.3% of the outstanding shares of Common Stock and certain members of the Company’s management are members of the Sponsor. The obligations to consummate the subscriptions are conditioned upon, among other things, there being at least $50,000,000 remaining in the Company’s trust account on the Closing Date after taking into account redemptions by the Company’s public stockholders (if any) and certain customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 17,549,365 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at June 30, 2020 and December 31, 2019, 11,202,651 and 21,182,947 Public Shares were classified outside of permanent equity, respectively. | Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 24,376,512 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2019 and 2018, 21,182,947 and 22,576,796 Public Shares were classified outside of permanent equity, respectively. | ||
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the “Public Warrants”) and Private Placement to purchase an aggregate of 28,895,338 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares for three months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $73,000 and approximately $1.5 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $55,000 and approximately $369,000, resulting in a total of approximately $18,000 and approximately $1.1 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the three months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $418,000 and net income of approximately $355,000, respectively, less income attributable to Public Shares of approximately $18,000 and approximately $1.1 million, resulted to a net loss of approximately $436,000 and approximately $747,000, respectively, by the weighted average number of Founder Shares outstanding for the periods. Net income per share, basic and diluted for Public Shares for six months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $846,000 and approximately $2.9 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $257,000 and approximately $612,000, resulting in a total of approximately $589,000 and approximately $2.3 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the six months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $3.0 million and approximately $1.4 million, respectively, less income attributable to Public Shares of approximately $589,000 and approximately $2.3 million, resulted to a net loss of approximately $3.6 million and approximately $3.7 million, respectively, by the weighted average number of Founder Shares outstanding for the periods. | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the "Public Warrants") and Private Placement to purchase an aggregate of 19,263,558 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two class method of income per share. Net income per share, basic and diluted for Public Shares for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the investment income earned on the Trust Account of $5,239,790 and $1,125,181, respectively, net of applicable taxes and funds available to be withdrawn from the Trust Account of $1,179,632 and $317,669, resulting in a total of $4,060,158 and $807,512, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the net income, less income attributable to Public Shares, respectively, by the weighted average number of Founder Shares outstanding for the periods. The net income, less income attributable to Public Shares, are calculated by adding the change in fair value of the warrant liability of $17,365,901 and $3,448,173, respectively and general and administration expenses of $717,537 and $282,893 , respectively, less franchise tax expenses of $100,350 and $103,013, respectively which resulted in a net loss of $17,983,088 and a net income of $3,268,294, respectively for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. | ||
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or materisal deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities. | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019 and 2018, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. | ||
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020) under the Warrant Adjustment Provision (Note 7), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. | ||
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Warrant Liability (Tables)
Warrant Liability (Tables) - GRAF INDUSTRIAL CORP. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of change in fair value warrant liabilities | The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 Change in fair value of warrant liabilities 2,800,110 Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision (35,302,760) Warrant liabilities at January 18, 2020 $ — | The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at June 26, 2018 (inception) $ — Issuance of Public and Private Warrants 18,584,922 Change in fair value of warrant liabilities (3,448,173) Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 |
Schedule of quantitative information regarding Level 3 fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements as of January 18, 2020 and December 31, 2019: As of December 31, As of January 18, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.19 $ 10.11 Volatility 60 % 60 % Probability of completing a Business Combination 87 % 87 % Expected life of the options to convert 4.97 4.92 Risk-free rate 1.69 % 1.63 % Dividend yield 0.0 % 0.0 % Discount for lack of marketability (1) 10.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. | The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019, and 2018 and at issuance: As of As of At issuance December 31, 2018 December 31, 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.60 $ 10.19 Volatility 50.0 % 60 % 60 % Probability of completing a Business Combination 87.8 % 86 % 87 % Expected life of the options to convert 6.17 5.97 4.97 Risk-free rate 3.11 % 2.55 % 1.69 % Dividend yield 0.0 % 0.0 % 0.0 % Discount for lack of marketability(1) 15.0 % 15.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Schedule of fair value on a recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy: June 30, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — December 31, 2019 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — Warrant Liabilities $ — $ — $ 32,502,650 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2019 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Warrant liabilities $ — $ — $ 32,502,650 December 31, 2018 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 244,890,301 $ — $ — Warrant liabilities $ — $ — $ 15,136,749 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Sep. 29, 2020 | Jul. 23, 2020 | Jul. 02, 2020 | Apr. 16, 2020 | Jan. 18, 2020 | Oct. 25, 2018 | Oct. 18, 2018 | Jun. 27, 2018 | Jun. 26, 2018 | Dec. 31, 2019 | Oct. 25, 2018 | Oct. 18, 2018 | Jun. 27, 2018 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 05, 2020 |
Cash and Cash Equivalents, at Carrying Value | $ 60,004,000 | $ 60,004,000 | $ 155,205,000 | $ 204,648,000 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Sponsor | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||||||||||||||||||
Private Placement | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 15,000,000 | 15,000,000 | ||||||||||||||||||||
Price per share | $ 10 | $ 10 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 232,255,500 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,880,000 | $ 4,880,000 | ||||||||||||||||||||
Share Price | $ 10.11 | $ 10 | $ 12 | $ 10.19 | $ 10 | $ 12 | $ 12 | $ 9.60 | $ 10.19 | |||||||||||||
Business Acquisition, Description of Acquired Entity | The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation, subject to applicable law. | The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law | ||||||||||||||||||||
Description Of Business Combination | fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). | fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) | ||||||||||||||||||||
Business Combination Percentage of Voting Interests Description | company owns or acquires 50% or more | acquires 50% or more of the outstanding voting securities of the target | ||||||||||||||||||||
Business Combination Tangible Assets Net | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||
Percentage Of Public Shares To Be Redeemed | 100.00% | 100.00% | ||||||||||||||||||||
Proceeds from Related Party Debt | $ 130,100 | $ 0 | ||||||||||||||||||||
Investment income released from Trust Account | 1,100,000 | $ 440,000 | $ 947,145 | $ 0 | 1,141,945 | |||||||||||||||||
Cash and Cash Equivalents, at Carrying Value | 698,000 | 383,000 | 383,000 | 698,000 | ||||||||||||||||||
Working capital surplus | $ 96,000 | $ 699,000 | ||||||||||||||||||||
Effect Of Incompletion Of Business Combination | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law | ||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 100,000 | $ 100,000 | ||||||||||||||||||||
Period to complete Business Combination | 18 months | |||||||||||||||||||||
Number of shares redeemed | 12,921,275 | |||||||||||||||||||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 132,100,000 | |||||||||||||||||||||
Amount remaining in the Company's Trust Account to consummate a Business Combination | $ 117,100,000 | |||||||||||||||||||||
Gain (Loss) on Sale of Trust Assets to Pay Expenses | $ 2,700,000 | 5,200,000 | ||||||||||||||||||||
Borrowings under the Working Capital Loans | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
GRAF INDUSTRIAL CORP. | Sponsor | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 8,625,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Proceeds from Related Party Debt | 130,100 | $ 130,100 | ||||||||||||||||||||
Investment income released from Trust Account | $ 1,600,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Graf Acquisition Llc | Sponsor Agreement | ||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||
Total trading-day period | 30 days | |||||||||||||||||||||
Founder shares retained | 2,507,000 | |||||||||||||||||||||
Earnout founder shares | 275,000 | |||||||||||||||||||||
Forfeiture of founder shares | 3,519,128 | |||||||||||||||||||||
Stock price level | $ 12 | |||||||||||||||||||||
Number of trading days for stock price level | 30 days | |||||||||||||||||||||
Total number of trading days considered after the merger for stock price level | 150 days | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Trust Account | ||||||||||||||||||||||
Share Price | 10 | 10 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | IPO | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 22,500,000 | 22,500,000 | 24,376,512 | 24,376,512 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 225,000,000 | $ 225,000,000 | ||||||||||||||||||||
Share Price | $ 10 | $ 10 | ||||||||||||||||||||
Underwriting Commissions Incurred | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Over-Allotment Option | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,876,512 | 1,876,512 | 1,876,512 | 1,876,512 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,800,000 | $ 18,800,000 | ||||||||||||||||||||
Underwriting Commissions Incurred | 400,000 | 400,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Private Placement | ||||||||||||||||||||||
Number Of Warrants Issued | 14,150,605 | 14,150,605 | 14,150,605 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||
Proceeds from Issuance of Warrants | $ 7,080,000 | $ 7,080,000 | $ 7,080,000 | |||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 243,800,000 | $ 243,800,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||||||||||||||||
Number of shares redeemed | 1,105 | |||||||||||||||||||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 11,000 | |||||||||||||||||||||
Amount remaining in the Company's Trust Account to consummate a Business Combination | $ 117,100,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Graf Acquisition Llc | Merger Agreement | Velodyne Equity Shareholders | Velodyne Lidar Inc | ||||||||||||||||||||||
Share Price | $ 10.25 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
Shares issuable in respect of vested equity awards | 143,575,763 | |||||||||||||||||||||
Aggregate amount of common stock agreed to exchange in cash | $ 50,000,000 | |||||||||||||||||||||
Additional Shares of Common Stock if all Equity Holders Elect to Receive Shares | 4,878,048 | |||||||||||||||||||||
Expected Percentage of Ownership Interest on Issued and Outstanding Capital | 83.40% | |||||||||||||||||||||
Amount of Cash used to Repurchase Shares | $ 50,000,000 | |||||||||||||||||||||
Additional Shares of Common Stock Entitled to Receive | 2,000,000 | |||||||||||||||||||||
Minimum Closing Trading Price of Common Stock to Receive Shares | $ 15 | |||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||
Total trading-day period | 30 days | |||||||||||||||||||||
Founder shares retained | 2,507,000 | |||||||||||||||||||||
Earnout founder shares | 275,000 | |||||||||||||||||||||
Consideration for forfeiture of founder shares | $ 0 | |||||||||||||||||||||
Common stock held in trust account | $ 200,000,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Common Class A [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Equity Shareholders | Velodyne Lidar Inc | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series A Preferred Stock [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Equity Shareholders | Velodyne Lidar Inc | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series B Preferred Stock [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Equity Shareholders | Velodyne Lidar Inc | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series B-1 Preferred Stock | Graf Acquisition Llc | Merger Agreement | Velodyne Equity Shareholders | Velodyne Lidar Inc | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Private Placement | Graf Acquisition Llc | Sponsor Agreement | Institutional Investors Including Sponsor | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 950,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Private Placement | Graf Acquisition Llc | Subscription Agreement | Institutional Investors Including Sponsor | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 15,000,000 | |||||||||||||||||||||
Price per share | $ 10 | |||||||||||||||||||||
Aggregate purchase price | $ 150,000,000 | |||||||||||||||||||||
Percentage of ownership on outstanding common stock | 34.30% | |||||||||||||||||||||
Common stock held in trust account | $ 50,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Jan. 18, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Aggregate purchase shares | 13,461,000 | 10,831,000 | 11,101 | 13,881 | 10,915 | ||||||||
Investment Income, Interest | $ 103,000 | $ 112,000 | $ 152,000 | $ 1,146,000 | $ 630,000 | ||||||||
Deferred Tax Assets, Valuation Allowance | $ 75,558,000 | $ 41,473,000 | |||||||||||
Effective Income Tax Rate Reconciliation, Percent | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) | ||||||||
Unrecognized Tax Benefits | $ 2,824,000 | $ 5,785,000 | $ 4,188,000 | $ 2,824,000 | $ 1,763,000 | ||||||||
GRAF INDUSTRIAL CORP. | |||||||||||||
Aggregate purchase shares | 28,895,338 | 19,263,558 | |||||||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||
Business combination tangible assets net | 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | ||||||||||||
Number of shares classified outside of permanent equity | 11,202,651 | 21,182,947 | 22,576,796 | ||||||||||
Approximate amount of investment income | 73,000 | $ 1,500,000 | $ 846,000 | $ 2,900,000 | |||||||||
Funds Available For Withdrawn From Trust | 55,000 | 369,000 | 257,000 | 612,000 | $ 1,179,632 | $ 317,669 | |||||||
Investment income on Trust Account, net of taxes and funds available to be withdrawn | 18,000 | 1,100,000 | 589,000 | 2,300,000 | 4,060,158 | 807,512 | |||||||
Franchise tax expense | 103,013 | 100,350 | |||||||||||
Net income (loss) | 418,000 | 355,000 | 3,000,000 | 1,400,000 | 3,268,294 | 17,983,088 | |||||||
Deferred Tax Assets, Valuation Allowance | $ 37,594 | $ 166,790 | $ 37,594 | ||||||||||
Income attributable to Public Shares | 18,000 | 1,100,000 | 589,000 | 2,300,000 | |||||||||
Net loss after adjusting for income attributable to Public Shares | 436,000 | $ 747,000 | 3,600,000 | $ 3,700,000 | |||||||||
Effective Income Tax Rate Reconciliation, Percent | (8.40%) | 5.00% | |||||||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | ||||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | ||||||||||||
GRAF INDUSTRIAL CORP. | Common Stock | |||||||||||||
Stock Issued During Period, Shares, New Issues | 17,549,365 | 24,376,512 |
Initial Public Offering (Detail
Initial Public Offering (Details) - GRAF INDUSTRIAL CORP. | Jan. 18, 2020shares | Oct. 25, 2018shares | Oct. 18, 2018shares | Oct. 25, 2018shares | Oct. 18, 2018shares | Jun. 30, 2020USD ($)item$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares |
Stock Issued During Period, Shares, New Issues | 28,895,338 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.5 | 0.5 | |||||
IPO | |||||||
Stock Issued During Period, Shares, New Issues | 22,500,000 | 22,500,000 | 24,376,512 | 24,376,512 | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||
Number of Shares of Common Stock per Unit | $ | $ 1 | $ 1 | |||||
Number of Redeemable Warrants per Unit | item | 1 | 1 | |||||
Over-Allotment Option | |||||||
Stock Issued During Period, Shares, New Issues | 1,876,512 | 1,876,512 | 1,876,512 | 1,876,512 |
Private Placement (Details)
Private Placement (Details) - GRAF INDUSTRIAL CORP. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Aggregate price per share | $ 11.50 | $ 11.50 | $ 11.50 |
Private Placement | |||
Number of warrants issued | 14,150,605 | 14,150,605 | 14,150,605 |
Aggregate price per share | $ 0.50 | $ 0.50 | $ 0.50 |
Aggregate purchase price | $ 7,080 | $ 7,080 | $ 7,080 |
Related Party Transactions (D_2
Related Party Transactions (Details) | Jan. 18, 2020$ / sharesshares | Oct. 25, 2018$ / sharesshares | Oct. 09, 2018shares | Sep. 13, 2018shares | Sep. 13, 2018shares | Sep. 10, 2018shares | Jun. 27, 2018USD ($) | Jun. 26, 2018USD ($)$ / sharesshares | Oct. 25, 2018$ / sharesshares | Jun. 27, 2018USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)director$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)director$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares | Sep. 30, 2020shares |
Common Stock, Shares, Outstanding | 137,911,975 | 189,684,580 | 175,912,194 | 168,713,296 | |||||||||||||||
Sponsor | |||||||||||||||||||
Sale of common stock in initial public offering | $ | $ 25,000 | ||||||||||||||||||
GRAF INDUSTRIAL CORP. | |||||||||||||||||||
Sale of common stock in initial public offering (in shares) | 28,895,338 | ||||||||||||||||||
Sale of common stock in initial public offering | $ | $ 232,255,500 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 6,346,714 | 6,346,714 | 7,893,844 | 9,287,693 | |||||||||||||||
Number of directors | director | 2 | 2 | |||||||||||||||||
Number of shares held by sponsor | 6,418,750 | 6,418,750 | |||||||||||||||||
Number of shares subject to forfeiture | 843,750 | 843,750 | 843,750 | ||||||||||||||||
Stock repurchased during period (in shares) | 374,622 | 374,622 | |||||||||||||||||
Stock price | $ / shares | $ 10.11 | $ 10 | $ 12 | $ 10 | $ 12 | $ 12 | $ 9.60 | $ 10.19 | |||||||||||
Working capital loans amount | $ | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.50 | ||||||||||||||||||
Borrowings under the Working Capital Loans | $ | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Conversion price of the debt instrument | $0.75 | $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant | |||||||||||||||||
Management fee expense | $ | $ 5,000 | $ 5,000 | |||||||||||||||||
Agreements expenses with related parties | $ | 2,700 | $ 2,600 | 5,300 | $ 5,200 | $ 2,000 | 10,000 | |||||||||||||
GRAF INDUSTRIAL CORP. | Director | |||||||||||||||||||
Number of shares transferred | 25,000 | 25,000 | |||||||||||||||||
Promissory note aggregate values | $ | $ 100 | 100 | $ 100 | ||||||||||||||||
GRAF INDUSTRIAL CORP. | Sponsor | |||||||||||||||||||
Sale of common stock in initial public offering (in shares) | 8,625,000 | 8,625,000 | |||||||||||||||||
Sale of common stock in initial public offering | $ | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||
Number of shares surrendered | 2,156,250 | 2,156,250 | |||||||||||||||||
Common Stock, Shares, Outstanding | 6,468,750 | 6,468,750 | |||||||||||||||||
Ownership percentage | 20.00% | 20.00% | 20.00% | ||||||||||||||||
Promissory note aggregate values | $ | $ 130,000 | $ 130,000 | $ 130,000 |
Commitments and Contingencies_8
Commitments and Contingencies (Details - GRAF INDUSTRIAL CORP. - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 25, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering, Period of Option | 45 days | 45 days | |
Purchase of Initial Public Offering | 3,375,000 | 3,375,000 | |
Purchase of Initial Public Offering Exercised | 1,876,512 | ||
Cash Underwriting Discount Per Share | $ 0.20 | $ 0.20 | |
Proceeds from Issuance Initial Public Offering | $ 4,880 | $ 4,880 | |
Business Combination Cash Fee Percentage | 3.50% | 3.50% | |
Business Combination Finders Fees Payable Percentage | 40.00% | 40.00% | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 150,000 | 150,000 |
Warrant Liability - Fair Value
Warrant Liability - Fair Value of Warrant Liabilities (Details) - GRAF INDUSTRIAL CORP. - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 18, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Warrant liabilities | $ 32,502,650 | $ 0 | $ 15,136,749 |
Issuance of Public and Private Warrants | 18,584,922 | ||
Change in fair value of warrant liabilities | 2,800,110 | (3,448,173) | 17,365,901 |
Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision | (35,302,760) | ||
Warrant liabilities | $ 0 | $ 15,136,749 | $ 32,502,650 |
Warrant Liability - Quantitativ
Warrant Liability - Quantitative Information (Details) - GRAF INDUSTRIAL CORP. - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Jan. 18, 2020 | Oct. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Oct. 25, 2018 | Jun. 26, 2018 | |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Stock price | $ 10.11 | $ 10.19 | $ 9.60 | $ 12 | $ 10 | $ 12 | |
Volatility | 60.00% | 60.00% | 60.00% | ||||
Probability of completing a Business Combination | 87.00% | 87.00% | 86.00% | ||||
Expected life of the options to convert | 4 years 11 months 1 day | 4 years 11 months 19 days | 5 years 11 months 19 days | ||||
Risk-free rate | 1.63% | 1.69% | 2.55% | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Discount for lack of marketability | 10.00% | 10.00% | 15.00% | ||||
Warrant | |||||||
Dividend yield | 0.00% | ||||||
Level 3 | Warrant | |||||||
Exercise price | $ 11.50 | ||||||
Stock price | $ 10 | ||||||
Volatility | 50.00% | ||||||
Probability of completing a Business Combination | 87.80% | ||||||
Expected life of the options to convert | 6 years 2 months 1 day | ||||||
Risk-free rate | 3.11% | ||||||
Dividend yield | 0.00% | ||||||
Discount for lack of marketability | 15.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - USD ($) | Jan. 18, 2020 | Jan. 18, 2020 | Oct. 18, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 29, 2020 |
Number of shares that may be purchased by warrants (in shares) | 5,979,442 | 15,277,974 | 24,876,512 | 24,876,512 | ||||||||||
GRAF INDUSTRIAL CORP. | ||||||||||||||
Number of shares that may be purchased by warrants (in shares) | 28,895,338 | 28,895,338 | 19,263,558 | 19,263,558 | 19,263,558 | |||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 | 9,631,779 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 232,255,500 | |||||||||||||
Description of Covenants of Notice to Shareholders on Redemption | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds$18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. | ||||||||||||
Warrant liabilities | $ 0 | $ 575,279 | $ 2,800,110 | $ 3,376,517 | $ (3,448,173) | $ 17,365,901 | ||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||
Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision | $ (35,302,760) | |||||||||||||
GRAF INDUSTRIAL CORP. | Maximum | ||||||||||||||
Description Of Redemption Period | upon not less than 30 days’ prior written notice of redemption; and | upon not less than 30 days’ prior written notice of redemption; and | ||||||||||||
GRAF INDUSTRIAL CORP. | Warrant | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,584,922 | |||||||||||||
Temporary Equity, Redemption Price Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Dividend yield | 0.00% | |||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | ||||||||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - GRAF INDUSTRIAL CORP. - USD ($) | Jun. 30, 2020 | Jan. 18, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 25, 2018 |
Investments held in Trust Account | $ 117,294,619 | $ 248,988,147 | $ 244,890,301 | ||
Warrant liabilities | 0 | $ 0 | 32,502,650 | 15,136,749 | $ 0 |
Level 1 | |||||
Investments held in Trust Account | 117,294,619 | 117,294,619 | 244,890,301 | ||
Warrant liabilities | 0 | 0 | |||
Level 2 | |||||
Investments held in Trust Account | 0 | 0 | 0 | ||
Warrant liabilities | 0 | 0 | |||
Level 3 | |||||
Investments held in Trust Account | $ 0 | 0 | 0 | ||
Warrant liabilities | $ 32,502,650 | $ 15,136,749 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 2,250,000,000 | 2,250,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 189,684,580 | 175,912,194 | 168,713,296 | 137,911,975 | ||
GRAF INDUSTRIAL CORP. | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common stock possible redemption | 11,202,651 | 21,182,947 | 22,576,796 | |||
GRAF INDUSTRIAL CORP. | Common Stock | ||||||
Common Stock, Shares, Outstanding | 17,549,365 | 30,470,640 | 30,470,640 |
Subsequent Events (Details)
Subsequent Events (Details) - GRAF INDUSTRIAL CORP. - USD ($) | Aug. 05, 2020 | Jul. 23, 2020 | Apr. 16, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Number of shares redeemed | 12,921,275 | ||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 132,100,000 | ||||
Amount Remaining In Trust Account To Consummate Business Combination | $ 117,100,000 | ||||
Aggregate price per share | $ 11.50 | $ 11.50 | |||
Debt Instrument Convertible Conversion Price Description | $0.75 | $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant | |||
Working capital loans amount | $ 1,500,000 | $ 1,500,000 | |||
Subsequent Event | |||||
Number of shares redeemed | 1,105 | ||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 11,000 | ||||
Amount Remaining In Trust Account To Consummate Business Combination | $ 117,100,000 | ||||
Aggregate price per share | $ 11.50 | ||||
Debt Instrument Convertible Conversion Price Description | $0.75 | ||||
Percentage of shares entitled | 75.00% | ||||
Subsequent Event | Convertible Notes Payable [Member] | |||||
Working capital loans amount | $ 1,500,000 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 18, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 25, 2018 | Dec. 31, 2017 |
Current assets: | |||||||||||
Total current assets | $ 430,019,000 | $ 404,714,000 | $ 101,971,000 | ||||||||
Total assets | 477,592,000 | 432,712,000 | 136,175,000 | ||||||||
Current liabilities: | |||||||||||
Accounts payable | 3,815,000 | 7,721,000 | 6,923,000 | ||||||||
Total current liabilities | 43,390,000 | 65,393,000 | 56,344,000 | ||||||||
Commitments and contingencies (Note 15) | |||||||||||
Stockholders' Equity: | |||||||||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 | 0 | 0 | ||||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,346,714 and 9,287,693 shares issued and outstanding (excluding 11,202,651 and 21,182,947 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively | 19,000 | 18,000 | 14,000 | ||||||||
Additional paid-in capital | 746,824,000 | 656,717,000 | 240,464,000 | ||||||||
Accumulated deficit | (354,914,000) | (315,682,000) | (164,016,000) | ||||||||
Total stockholders' equity | 391,677,000 | 340,823,000 | $ 52,880,000 | 76,246,000 | $ 93,615,000 | $ 111,479,000 | |||||
Total liabilities and stockholders' equity | $ 477,592,000 | $ 432,712,000 | 136,175,000 | ||||||||
GRAF INDUSTRIAL CORP. | |||||||||||
Current assets: | |||||||||||
Cash | $ 382,747 | 698,322 | $ 931,916 | 1,440,897 | $ 0 | ||||||
Prepaid expenses | 48,060 | 29,467 | 101,363 | ||||||||
Total current assets | 430,807 | 727,789 | 1,542,260 | ||||||||
Investments held in Trust Account | 117,294,619 | 248,988,147 | 244,890,301 | ||||||||
Total assets | 117,725,426 | 249,715,936 | 246,432,561 | ||||||||
Current liabilities: | |||||||||||
Accounts payable | 167,737 | 28,004 | 110,177 | ||||||||
Accrued expenses | 359,196 | 500 | 100,000 | ||||||||
Franchise tax payable | 100,100 | 200,000 | 103,013 | ||||||||
Income tax payable | 71,879 | 155,308 | 214,655 | ||||||||
Warrant liabilities | 0 | $ 0 | 32,502,650 | 15,136,749 | 0 | ||||||
Total current liabilities | 698,912 | 32,886,462 | 15,664,594 | ||||||||
Commitments and contingencies (Note 15) | |||||||||||
Common stock, $0.0001 par value; 21,182,947 and 22,576,796 shares subject to possible redemption at December 31, 2019 and 2018, respectively | 112,026,510 | 211,829,470 | 225,767,960 | ||||||||
Stockholders' Equity: | |||||||||||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 | 0 | 0 | ||||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 6,346,714 and 9,287,693 shares issued and outstanding (excluding 11,202,651 and 21,182,947 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively | 635 | 929 | 789 | ||||||||
Additional paid-in capital | 17,853,006 | 14,846,199 | 923,412 | ||||||||
Accumulated deficit | (12,853,637) | (9,847,124) | 4,075,806 | ||||||||
Total stockholders' equity | 5,000,004 | $ 5,778,444 | 5,000,004 | $ 5,000,003 | $ 5,000,002 | 5,000,007 | $ 0 | ||||
Total liabilities and stockholders' equity | $ 117,725,426 | $ 249,715,936 | $ 246,432,561 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 2,250,000,000 | 2,250,000,000 | ||||
Common Stock, Shares, Issued | 175,912,194 | 137,911,975 | ||||
Common Stock, Shares, Outstanding | 189,684,580 | 175,912,194 | 168,713,296 | 137,911,975 | ||
GRAF INDUSTRIAL CORP. | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary Equity, Shares Outstanding | 11,202,651 | 21,182,947 | 22,576,796 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common Stock, Shares, Issued | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common Stock, Shares, Outstanding | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common stock possible redemption | 11,202,651 | 21,182,947 | 22,576,796 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating expenses: | ||||||||||||||||
General and administrative | $ 17,036,000 | $ 10,733,000 | $ 65,732,000 | $ 20,058,000 | $ 12,902,000 | |||||||||||
Loss from operations | (40,571,000) | $ (111,454,000) | $ (2,742,000) | $ (9,705,000) | (30,003,000) | $ (29,764,000) | $ (26,888,000) | $ (2,642,000) | (153,904,000) | (69,013,000) | (56,152,000) | |||||
Other incomes (expenses): | ||||||||||||||||
Income (loss) before income tax expense | (153,948,000) | (67,909,000) | (55,672,000) | |||||||||||||
Income tax expense | (296,000) | (14,000) | (2,562,000) | (17,000) | 6,677,000 | 805,000 | (70,000) | (27,000) | 4,084,000 | 683,000 | (6,628,000) | |||||
Net income (loss) | $ (40,817,000) | $ (111,457,000) | $ (5,295,000) | $ (9,727,000) | $ (23,385,000) | $ (28,741,000) | $ (26,827,000) | $ (2,182,000) | $ (149,864,000) | $ (67,226,000) | $ (62,300,000) | |||||
Weighted average shares outstanding of Public Shares | 189,222,807 | 137,911,975 | 148,088,589 | 133,942,714 | 129,948,023 | |||||||||||
Basic and diluted net income per share, Public Shares | $ (0.22) | $ (0.64) | $ (0.04) | $ (0.07) | $ (0.17) | $ (0.21) | $ (0.20) | $ (0.02) | $ (1.01) | $ (0.50) | $ (0.48) | |||||
GRAF INDUSTRIAL CORP. | ||||||||||||||||
Operating expenses: | ||||||||||||||||
General and administrative | $ 485,980 | $ 221,356 | $ 895,511 | $ 324,803 | $ 179,880 | $ 617,187 | ||||||||||
Franchise tax expense | 103,013 | 100,350 | ||||||||||||||
Loss from operations | (485,980) | (221,356) | (895,511) | (324,803) | (282,893) | (717,537) | ||||||||||
Other incomes (expenses): | ||||||||||||||||
Investment income on Trust Account | 72,958 | 1,471,028 | 845,679 | 2,893,394 | 1,125,181 | 5,239,790 | $ 1,125,181 | |||||||||
Change in fair value of warrant liability | 0 | (575,279) | (2,800,110) | (3,376,517) | 3,448,173 | (17,365,901) | ||||||||||
Total other income (expenses) | 72,958 | 895,749 | (1,954,431) | (483,123) | 4,573,354 | (12,126,111) | ||||||||||
Income (loss) before income tax expense | (413,022) | 674,393 | (2,849,942) | (807,926) | 4,290,461 | (12,843,648) | ||||||||||
Income tax expense | 4,821 | 319,342 | 156,571 | 611,714 | 214,655 | 1,079,282 | ||||||||||
Net income (loss) | $ (417,843) | [1] | $ (2,588,670) | $ 355,051 | $ (1,774,691) | $ (3,006,513) | $ (1,419,640) | $ 4,075,806 | $ (13,922,930) | |||||||
Weighted average shares outstanding of Public Shares | 13,585,117 | 24,376,512 | 18,980,815 | 24,376,512 | 24,201,371 | 24,376,512 | ||||||||||
Basic and diluted net income per share, Public Shares | $ 0 | $ 0.05 | $ 0.03 | $ 0.09 | $ 0.03 | $ 0.17 | ||||||||||
Weighted average shares outstanding of Founder Shares | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | 6,094,128 | ||||||||||
Basic and diluted net loss per share, Founder Shares | $ (0.07) | $ (0.13) | $ (0.59) | $ (0.61) | $ 0.54 | $ (2.94) | ||||||||||
[1] | Including the redemption of 12,921,275 Public Shares on April 16, 2020 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | GRAF INDUSTRIAL CORP.Common Stock | GRAF INDUSTRIAL CORP.Additional Paid-In Capital | GRAF INDUSTRIAL CORP.Accumulated Deficit | GRAF INDUSTRIAL CORP. | Total | ||||
Balance at Dec. 31, 2017 | $ 111,479,000 | ||||||||
Net loss | (62,300,000) | ||||||||
Balance at Dec. 31, 2018 | $ 789 | $ 923,412 | $ 4,075,806 | $ 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Balance at Jun. 25, 2018 | $ 0 | 0 | 0 | 0 | |||||
Balance (in shares) at Jun. 25, 2018 | 0 | ||||||||
Issuance of common stock to Sponsor | $ 646 | 24,354 | 0 | 25,000 | |||||
Issuance of common stock to Sponsor (in shares) | 6,468,750 | ||||||||
Sale of common stock in initial public offering | $ 2,438 | 232,253,062 | 0 | 232,255,500 | |||||
Sale of common stock in initial public offering (in shares) | 24,376,512 | ||||||||
Additional offering costs | $ 0 | (5,588,339) | 0 | (5,588,339) | |||||
Common stock forfeited by Sponsor | $ (37) | 37 | 0 | 0 | |||||
Common stock forfeited by Sponsor (in shares) | (374,622) | ||||||||
Shares subject to possible redemption | $ (2,258) | (225,765,702) | 0 | (225,767,960) | |||||
Shares subject to possible redemption (in shares) | (22,576,796) | ||||||||
Net loss | $ 0 | 0 | 4,075,806 | 4,075,806 | |||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Additional offering costs | $ 0 | (15,564) | 0 | (15,564) | |||||
Shares subject to possible redemption | $ 18 | 1,790,232 | 0 | 1,790,250 | |||||
Shares subject to possible redemption (in shares) | 179,025 | ||||||||
Net loss | $ 0 | 0 | (1,774,691) | (1,774,691) | (2,182,000) | ||||
Balance at Mar. 31, 2019 | $ 807 | 2,698,080 | 2,301,115 | 5,000,002 | |||||
Balance (in shares) at Mar. 31, 2019 | 8,072,869 | ||||||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Net loss | (1,419,640) | ||||||||
Balance at Jun. 30, 2019 | $ 803 | 2,343,034 | 2,656,166 | 5,000,003 | |||||
Balance (in shares) at Jun. 30, 2019 | 8,037,364 | ||||||||
Balance at Dec. 31, 2018 | $ 789 | 923,412 | 4,075,806 | 5,000,007 | 93,615,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,893,844 | ||||||||
Additional offering costs | $ 0 | (15,564) | 0 | (15,564) | |||||
Shares subject to possible redemption | $ 140 | 13,938,351 | 0 | 13,938,491 | |||||
Shares subject to possible redemption (in shares) | 1,393,849 | ||||||||
Net loss | $ 0 | 0 | (13,922,930) | (13,922,930) | (67,226,000) | ||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Balance at Mar. 31, 2019 | $ 807 | 2,698,080 | 2,301,115 | 5,000,002 | |||||
Balance (in shares) at Mar. 31, 2019 | 8,072,869 | ||||||||
Shares subject to possible redemption | $ (4) | (355,046) | 0 | (355,050) | |||||
Shares subject to possible redemption (in shares) | (35,505) | ||||||||
Net loss | $ 0 | 0 | 355,051 | 355,051 | |||||
Balance at Jun. 30, 2019 | $ 803 | 2,343,034 | 2,656,166 | 5,000,003 | |||||
Balance (in shares) at Jun. 30, 2019 | 8,037,364 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision | $ 0 | 35,302,760 | 0 | 35,302,760 | |||||
Shares subject to possible redemption | $ (320) | (31,935,330) | 0 | (31,935,650) | |||||
Shares subject to possible redemption (in shares) | (3,193,565) | ||||||||
Net loss | $ 0 | 0 | (2,588,670) | (2,588,670) | (23,385,000) | ||||
Balance at Mar. 31, 2020 | $ 609 | 18,213,629 | (12,435,794) | 5,778,444 | 52,880,000 | ||||
Balance (in shares) at Mar. 31, 2020 | 6,094,128 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Net loss | (3,006,513) | ||||||||
Balance at Jun. 30, 2020 | $ 635 | 17,853,006 | (12,853,637) | 5,000,004 | |||||
Balance (in shares) at Jun. 30, 2020 | 6,346,714 | ||||||||
Balance at Dec. 31, 2019 | $ 929 | 14,846,199 | (9,847,124) | 5,000,004 | 76,246,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 9,287,693 | ||||||||
Net loss | (149,864,000) | ||||||||
Balance at Dec. 31, 2020 | 340,823,000 | ||||||||
Balance at Mar. 31, 2020 | $ 609 | 18,213,629 | (12,435,794) | 5,778,444 | 52,880,000 | ||||
Balance (in shares) at Mar. 31, 2020 | 6,094,128 | ||||||||
Shares subject to possible redemption | $ 26 | (360,623) | 0 | (360,597) | |||||
Shares subject to possible redemption (in shares) | 252,586 | ||||||||
Net loss | $ 0 | [1] | 0 | [1] | (417,843) | [1] | (417,843) | [1] | (9,727,000) |
Balance at Jun. 30, 2020 | $ 635 | $ 17,853,006 | $ (12,853,637) | $ 5,000,004 | |||||
Balance (in shares) at Jun. 30, 2020 | 6,346,714 | ||||||||
Balance at Dec. 31, 2020 | 340,823,000 | ||||||||
Net loss | (40,817,000) | ||||||||
Balance at Mar. 31, 2021 | $ 391,677,000 | ||||||||
[1] | Including the redemption of 12,921,275 Public Shares on April 16, 2020 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (67,226,000) | |
Changes in operating assets and liabilities: | ||
Accounts payable | (45,000) | |
Net cash used in operating activities | (43,230,000) | |
Cash Flows from Investing Activities | ||
Net cash provided by (used in) investing activities | 29,544,000 | |
Cash Flows from Financing Activities: | ||
Net cash provided by financing activities | 49,790,000 | |
Net increase in cash and cash equivalents | 36,100,000 | |
Supplemental cash flow activities: | ||
Cash paid for income taxes, net | 545,000 | |
GRAF INDUSTRIAL CORP. | ||
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 4,075,806 | (13,922,930) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income earned on investments held in Trust Account | (1,125,181) | (5,239,790) |
Change in fair value of warrant liability | (3,448,173) | 17,365,901 |
General and administrative costs paid by Sponsor in exchange for issuance of common stock | 8,500 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (101,363) | 71,896 |
Accounts payable | 61,390 | (82,173) |
Accrued expenses | 15,000 | (14,500) |
Franchise tax payable | 103,013 | 96,987 |
Income tax payable | 214,655 | (59,347) |
Net cash used in operating activities | (196,353) | (1,783,956) |
Cash Flows from Investing Activities | ||
Investment income released from Trust Account to pay franchise and income taxes | 0 | 1,141,945 |
Cash deposited in Trust Account | (243,765,120) | 0 |
Net cash provided by (used in) investing activities | (243,765,120) | 1,141,945 |
Cash Flows from Financing Activities: | ||
Payment of offering costs | (5,438,052) | (100,564) |
Proceeds from note payable from related parties | 130,100 | 0 |
Repayment of note payable and advances from related parties | (130,100) | 0 |
Proceeds received from initial public offering of common stock and warrant liability | 243,765,120 | 0 |
Proceeds received from issuance of warrant liability in private placement | 7,075,302 | 0 |
Net cash provided by financing activities | 245,402,370 | (100,564) |
Net increase in cash and cash equivalents | 1,440,897 | (742,575) |
Cash - beginning of the period | 0 | 1,440,897 |
Cash - end of the period | 1,440,897 | 698,322 |
Supplemental disclosure of noncash activities: | ||
Change in value of common stock subject to possible redemption | 225,767,960 | (13,938,491) |
Deferred offering costs paid by Sponsor in exchange for issuance of common stock | 16,500 | 0 |
Deferred offering costs included in accounts payable | 48,787 | 0 |
Deferred offering costs included in accrued expenses | 85,000 | 0 |
Supplemental cash flow activities: | ||
Cash paid for income taxes, net | $ 0 | $ 1,138,630 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Description of Organization, Business Operations and Basis of Presentation | GRAF INDUSTRIAL CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization, Business Operations and Basis of Presentation Graf Industrial Corp. (the “Company”) is a blank check company incorporated in Delaware on June 26, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On July 2, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with VL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Velodyne Lidar, Inc., ("Velodyne"). See the Proposed Business Combination described below. As of June 30, 2020, the Company had not commenced any operations. All activity up to June 30, 2020 related to the Company’s formation and preparation for the initial public offering (the “Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on October 15, 2018. On October 18, 2018, the Company consummated the Initial Public Offering of 22,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $225 million, and incurred underwriting commissions of $4.5 million. On October 25, 2018, the Company consummated the closing of the sale of 1,876,512 additional Units upon receiving notice of the underwriters’ election to partially exercise their overallotment option (the “Over-allotment”), generating additional gross proceeds of approximately $18.8 million, and incurred additional underwriting commissions of approximately $0.4 million (Note 3). Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private Placement”) of 14,150,605 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, with the Sponsor, generating gross proceeds of approximately $7.08 million (Note 4). See the "Proposed Business Combination" section below, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. Upon the closing of the Initial Public Offering, the Over-allotment and the Private Placement, approximately $243.8 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”). The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-allotment and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. New York Stock Exchange (“NYSE”) rules require that the initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. If the Company seeks stockholder approval of a Business Combination, it will be proceeded with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or to provide for redemption in connection with a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company originally had 18 months from the closing of the Initial Public Offering (by April 18, 2020) to complete a Business Combination. On April 16, 2020, the Company filed an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a Business Combination (the “Extension”) from April 18, 2020 to July 31, 2020. The Company’s stockholders approved the Extension Amendment at a special meeting in lieu of the 2020 annual meeting of stockholders of the Company (the “Special Meeting”) on April 16, 2020. In connection with the Extension, an aggregate 12,921,275 shares of the Company’s common stock were redeemed, and approximately $132.1 million was withdrawn out of the Trust Account to pay for such redemption, leaving approximately $117.1 million remaining in the Company’s Trust Account to consummate a Business Combination. On July 23, 2020, the Company filed an amendment (the “Second Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to further extend the date by which the Company has to consummate a Business Combination (the “Second Extension”) from July 31, 2020 to October 31, 2020 (the “Combination Period”). The Company’s stockholders approved the Second Extension Amendment at a special meeting of stockholders of the Company on July 23, 2020. In connection with the Second Extension, an aggregate 1,105 shares of the Company’s common stock were redeemed, and approximately $11,000 was withdrawn out of the Trust Account to pay for such redemption, leaving approximately $117.1 million remaining in the Company’s Trust Account to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the officers, directors, the Sponsor or any of its members or their affiliates acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. Pursuant to the terms of the business combination marketing agreement (see Note 6), no fee will be payable if the Company does not complete a Business Combination. In the event that the Company does not complete a Business Combination and subsequently liquidates, the amount of such fee will be included with the funds held in the trust account that will be available to fund the redemption of Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Proposed Business Combination Merger Agreement On July 2, 2020, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with VL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Velodyne Lidar, Inc., (“Velodyne”). Pursuant to the terms of the Merger Agreement, the Company will acquire Velodyne through the merger of Merger Sub with and into Velodyne, with Velodyne surviving the merger (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Velodyne common stock, par value $0.0001 per share ("Velodyne common stock"), series A preferred stock, par value $0.0001 per share, series B preferred stock, par value $0.0001 per share, and series B-1 preferred stock, par value $0.0001 per share, (collectively, the "Velodyne capital stock") will be converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") in an aggregate amount which shall not exceed, taken together with any shares issuable in respect of vested equity awards of Velodyne, 143,575,763 shares of Common Stock. In addition, at the Effective Time, each outstanding and unsettled restricted stock unit in respect of shares of Velodyne common stock, option to purchase Velodyne common stock and unvested restricted share of Velodyne common stock will be rolled over into restricted stock units, options, or restricted shares, respectively, of Common Stock in accordance with the terms of the Merger Agreement. Prior to the closing of the Business Combination (the "Closing"), Velodyne intends to enter into agreements with certain of its shareholders pursuant to which, contemporaneously with the Closing, it will repurchase and cancel shares of Velodyne capital stock from such shareholders in exchange for an aggregate amount of cash not to exceed $50,000,000, to be paid by the Company following the Closing. The Company and Velodyne expect to offer such holders the option to receive, in lieu of cash, additional shares of common stock valued at $10.25 per share, or up to an additional 4,878,048 shares of common stock if all Velodyne equity holders elect to receive shares. Upon the closing of the Business Combination (the “Closing”), the former Velodyne equity holders are expected to hold, in the aggregate, approximately 83.4% of the issued and outstanding shares of common stock, assuming $50,000,000 of cash is used to repurchase Velodyne shares. Under the Merger Agreement, certain Velodyne equity holders will also be entitled to receive, in the aggregate, up to an additional 2,000,000 shares of common stock (including in the form of awards of restricted stock units settleable in shares of common stock) if the closing trading price of our common stock was greater than or equal to $15.00 for any 20 trading days within any 30 trading-day period, commencing on the date of the Merger Agreement and ending on the date that is six months after the Closing (“Earnout Trading Price”). Because the Earnout Trading Price was met on July 30, 2020, Velodyne equity holders will be entitled to receive such additional shares upon the Closing. In addition, Graf Acquisition LLC (our “Sponsor”) will retain 2,507,000 founder shares that were initially purchased by the Sponsor in a private placement prior to our IPO (the “Founder Shares”), including 275,000 "Earnout Founder Shares" that vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. Pursuant to the terms of the Merger Agreement, the Company is required to use commercially reasonable efforts to cause the Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the "Transactions") to be approved for listing prior to the Closing. Following the Closing, the Company agreed to comply with the terms of any registration rights agreements by which Velodyne is bound in favor of Velodyne’s stockholders, treating shares of Common Stock to be held by such stockholders as registrable securities under such agreements. The consummation of the Merger is subject to the receipt of the requisite approval of the stockholders of each of the Company and Velodyne (such approvals, the "the Company stockholder approval" and the "Velodyne stockholder approval", respectively) and the fulfillment of certain other conditions. The consummation of the Merger is conditioned upon, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (the "HSR Act"), (ii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger, (iii) receipt of Graf stockholder approval, (iv) receipt of Velodyne stockholder approval, (v) the approval of the Extension (as defined in the Merger Agreement) and the other matters presented for Graf. On July 23, 2020, the Graf ‘s shareholders approved the Extension. On August 4, 2020, the Company received notice that the Federal Trade Commission granted early termination of the waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement. The obligations of Graf to consummate the Merger are also conditioned upon, among other things, customary closing conditions and the entering into employment agreements with certain officers of Velodyne on terms and conditions reasonably satisfactory to Graf (but no less favorable to such employees than their current employment arrangements). The obligations of Velodyne to consummate the Merger also are conditioned upon, among other things, (i) customary closing conditions, (ii) the amendment and restatement of Graf ‘s certificate of incorporation in substantially the form attached to the Merger Agreement and (iii) evidence that, immediately after the Closing, the funds in the Trust Account (as defined in the Merger Agreement), together with the funding of any amounts payable under the Subscription Agreements (as defined in the Merger Agreement), will be no less than an aggregate amount of $200,000,000. Support Agreement In connection with the execution of the Merger Agreement, the Company, Merger Sub and David Hall entered into a support agreement (the "Support Agreement"), providing, among other things, that at any meeting of the Velodyne stockholders and in connection with any written consent of the Velodyne stockholders, Mr. Hall will vote all of the outstanding shares of Velodyne common stock held by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy (or will execute and deliver a written consent with respect to such shares) in favor of the Merger and the adoption of the Merger Agreement, regardless of whether the Merger is no longer recommended by the Velodyne board of directors in accordance with the Merger Agreement. The shares of Velodyne common stock that are owned by Mr. Hall or with respect to which Mr. Hall has the right to vote by proxy, all of which are subject to the Support Agreement, represent a majority of the outstanding voting power of Velodyne. In addition, the Support Agreement prohibits Mr. Hall from engaging in activities that have the effect of soliciting an Acquisition Proposal (as defined in the Merger Agreement). Sponsor Agreement In connection with the execution of the Merger Agreement, Graf Acquisition LLC ("Sponsor") entered into a sponsor agreement (the "Sponsor Agreement") with the Company and Velodyne, pursuant to which, among other things, the Sponsor agreed to vote all Founder Shares (as defined in the Sponsor Agreement) beneficially owned by the Sponsor in favor of each of the proposals at the Company special stockholder meeting to be presented for the Company stockholder approval. The Sponsor Agreement amends and restates, with respect to the Sponsor, the Sponsor’s existing letter agreement, dated October 15, 2018 (the "existing sponsor agreement"), but will automatically revert to the existing sponsor agreement if the Merger Agreement is validly terminated. Pursuant to the Sponsor Agreement, the Sponsor will forfeit 3,519,128 Founder Shares and all of the Private Placement Warrants (as defined in the Sponsor Agreement), in each case for no consideration, immediately prior to (but conditioned and effective upon) completion of the Merger. Following completion of the Merger, the Sponsor will retain 2,507,000 Founder Shares, 275,000 of which shall be Earnout Founder Shares (as defined in the Sponsor Agreement). The Sponsor Agreement also provides that all Earnout Founder Shares shall be subject to the Earnout Trading Price performance vesting condition, and accordingly the Earnout Founder Shares vested upon the achievement of the Earnout Trading Price on July 30, 2020, as described above. The Sponsor Agreement provides that the Sponsor will not redeem any Founder Shares in connection with the Merger. The Sponsor has also agreed, subject to certain exceptions, not to transfer any Founder Shares or any Private Placement Warrants (as defined in the Sponsor Agreement) (or any shares of Common Stock issuable upon exercise thereof) until the earlier of (A) one year after the completion of the Merger and (B) subsequent to the Merger, either (i) the achievement of a $12.00 Stock Price Level (provided that the applicable thirty ( 30 ) day trading day period commences at least 150 days after the Merger) or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the "Lock-up Period"). The applicable "Stock Price Level" will be considered achieved only when the closing price of Common Stock is greater than or equal to the applicable threshold for any twenty thirty The Sponsor Agreement shall terminate on the expiration of the Lock-up Period; provided, however, that if the Merger Agreement is validly terminated, the Sponsor Agreement shall automatically terminate and be of no force and effect and, with respect to the Sponsor, shall revert to the existing sponsor agreement. Subscription Agreements In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the "Subscription Agreements"), each dated as of July 2, 2020, with certain institutional investors, including the Sponsor (the "Investors"), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 15,000,000 shares of Common Stock at $10.00 per share to the Investors (including 950,000 shares to the Sponsor), for an aggregate purchase price of $150,000,000. The Sponsor owns approximately 34.3% of the outstanding shares of Common Stock and certain members of the Company’s management are members of the Sponsor. The obligations to consummate the subscriptions are conditioned upon, among other things, there being at least $50,000,000 remaining in the Company’s trust account on the Closing Date after taking into account redemptions by the Company’s public stockholders (if any) and certain customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. Going Concern As of June 30, 2020, the Company had approximately $383,000 outside of the Trust Account, approximately $2.7 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital deficit of approximately $96,000 (excluding tax obligations). Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.6 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the | GRAF INDUSTRIAL CORP. NOTES TO FINANCIAL STATEMENTS Note 1 — Description of Organization, Business Operations and Basis of Presentation Graf Industrial Corp. (the “Company”) is a blank check company incorporated in Delaware on June 26, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity up to December 31, 2019 related to the Company’s formation and preparation for the initial public offering (the “Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on October 15, 2018. On October 18, 2018, the Company consummated the Initial Public Offering of 22,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $225 million, and incurred underwriting commissions of $4.5 million. On October 25, 2018, the Company consummated the closing of the sale of 1,876,512 additional Units upon receiving notice of the underwriters’ election to partially exercise their overallotment option (the “Over-allotment”), generating additional gross proceeds of approximately $18.8 million, and incurred additional underwriting commissions of approximately $0.4 million (Note 3). Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement (“Private Placement”) of 14,150,605 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, with the Sponsor, generating gross proceeds of approximately $7.08 million (Note 4). Upon the closing of the Initial Public Offering, the Over-allotment and the Private Placement, approximately $243.8 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”). The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-allotment and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. New York Stock Exchange (“NYSE”) rules require that the initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 . If the Company seeks stockholder approval of a Business Combination, it will be proceeded with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Sponsor and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or to provide for redemption in connection with a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (by April 18, 2020) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the officers, directors, the Sponsor or any of its members or their affiliates acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. Pursuant to the terms of the business combination marketing agreement (see Note 6), no fee will be payable if the Company does not complete a Business Combination. In the event that the Company does not complete a Business Combination and subsequently liquidates, the amount of such fee will be included with the funds held in the trust account that will be available to fund the redemption of Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of December 31, 2019, the Company had approximately $698,000 outside of the Trust Account, approximately $5.2 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital surplus of approximately $699,000 (excluding warrant liability and tax obligations). Through December 31, 2019, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.1 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 18, 2020. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 17,549,365 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at June 30, 2020 and December 31, 2019, 11,202,651 and 21,182,947 Public Shares were classified outside of permanent equity, respectively. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the “Public Warrants”) and Private Placement to purchase an aggregate of 28,895,338 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares for three months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $73,000 and approximately $1.5 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $55,000 and approximately $369,000, resulting in a total of approximately $18,000 and approximately $1.1 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the three months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $418,000 and net income of approximately $355,000, respectively, less income attributable to Public Shares of approximately $18,000 and approximately $1.1 million, resulted to a net loss of approximately $436,000 and approximately $747,000, respectively, by the weighted average number of Founder Shares outstanding for the periods. Net income per share, basic and diluted for Public Shares for six months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $846,000 and approximately $2.9 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $257,000 and approximately $612,000, resulting in a total of approximately $589,000 and approximately $2.3 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the six months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $3.0 million and approximately $1.4 million, respectively, less income attributable to Public Shares of approximately $589,000 and approximately $2.3 million, resulted to a net loss of approximately $3.6 million and approximately $3.7 million, respectively, by the weighted average number of Founder Shares outstanding for the periods. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or materisal deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020) under the Warrant Adjustment Provision (Note 7), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 24,376,512 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2019 and 2018, 21,182,947 and 22,576,796 Public Shares were classified outside of permanent equity, respectively. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the "Public Warrants") and Private Placement to purchase an aggregate of 19,263,558 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two class method of income per share. Net income per share, basic and diluted for Public Shares for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the investment income earned on the Trust Account of $5,239,790 and $1,125,181, respectively, net of applicable taxes and funds available to be withdrawn from the Trust Account of $1,179,632 and $317,669, resulting in a total of $4,060,158 and $807,512, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the net income, less income attributable to Public Shares, respectively, by the weighted average number of Founder Shares outstanding for the periods. The net income, less income attributable to Public Shares, are calculated by adding the change in fair value of the warrant liability of $17,365,901 and $3,448,173, respectively and general and administration expenses of $717,537 and $282,893 , respectively, less franchise tax expenses of $100,350 and $103,013, respectively which resulted in a net loss of $17,983,088 and a net income of $3,268,294, respectively for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019 and 2018, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering_2
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Initial Public Offering | Note 3 — Initial Public Offering The Company sold an aggregate of 24,376,512 Units, including 1,876,512 Units upon the underwriters’ election to partially exercise the Over-allotment, at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Initially, each Public Warrant entitled the holder to purchase one-half of one share of common stock at a price of $11.50 per share if the Company had not consummated a Business Combination within 15 months from the closing of the Initial Public Offering. Since the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering, each Public Warrant will entitle the holder thereof to purchase three-quarters of one share of common stock at a price of $11.50 per share (such adjustment from one-half of one share to three-quarters of one share, the “Warrant Adjustment Provision”), subject to adjustment in either case (see Note 7). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to this potential adjustment to the settlement amount. See the “Proposed Business Combination” described in Note 1 above, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. | Note 3 — Initial Public Offering The Company sold an aggregate of 24,376,512 Units, including 1,876,512 Units upon the underwriters’ election to partially exercise the Over-allotment, at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $11.50 per share, provided that if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering, each Public Warrant will entitle the holder thereof to purchase three-quarters of one share of common stock at a price of $11.50 per share (such adjustment from one-half of one share to three-quarters of one share, the "Warrant Adjustment Provision"), subject to adjustment in either case (see Note 7). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to this potential adjustment to the settlement amount. |
Private Placement_2
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Private Placement | Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsor purchased an aggregate of 14,150,605 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of approximately $7.08 million. Each Private Placement Warrant has the same terms as the Public Warrants. A portion of the net proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. See the "Proposed Business Combination" described in Note 1 above, including the description of the Sponsor Agreement, pursuant to which the Private Placement Warrants will be forfeited immediately prior to (but conditioned and effective upon) completion of the proposed Merger. | Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering and the Over-allotment, the Sponsor purchased an aggregate of 14,150,605 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of approximately $7.08 million. Each Private Placement Warrant has the same terms as the Public Warrants. A portion of the net proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants until the date that is 30 days after the completion of a Business Combination. |
Related Party Transactions_2__4
Related Party Transactions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | Note 17. Related Party Transactions Certain holders of the pre-combination Velodyne's convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Stockholder A $ 39 $ 243 Stockholder B (1) (56) 3,544 March 31, December 31, 2021 2020 Accounts receivable: Stockholder B (1) 1,288 3,085 (1) The revenue amount for the three months ended March 31, 2021 included a $71,000 credit taken against future payments. In addition, during the three months ended March 31, 2021, the Company reserved approximately $1.7 million allowance for doubtful account related to accounts receivable balance from a third party that was purchasing goods from the Company on behalf of Stockholder B. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of March 31, 2021 and December 31, 2020, the Company had $3.2 million and $6.3 million, respectively, of payable and accrued purchases and $8.5 million and $15.0 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $0.2 million and $1.5 million, respectively, of receivables from this stockholder which was included in other current assets as of March 31, 2021 and December 31, 2020. The Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.5 million and $0.4 million, respectively, as of March 31, 2021 and December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its former officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of March 31, 2021, future minimum lease payments totaled $23.5 million related to this facility. Lease cost and rent expense under this lease was $0.8 million and $0.8 million, respectively, for the three months ended March 31, 2021 and 2020. | Note 17. Related Party Transactions Four holders of the pre-combination Velodyne’s convertible preferred stock (which converted into common stock of the Company upon the Business Combination) purchased products and services, directly or through a third party, from the Company. Revenue and accounts receivable for these holders were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: Stockholder A (1) $ 465 $ (3,514) $ 9,447 Stockholder B 7,008 1,391 508 Stockholder C 764 6,148 18 Stockholder D 46 — — December 31, 2020 2019 Accounts receivable: Stockholder A $ — $ 9 Stockholder B 3,085 1,404 (1) The 2019 amounts included a $4.1 million refund, net of taxes, the Company issued to entities affiliated with the stockholder in October 2019 and accrued as of September 30, 2019, in order to compensate them for unforeseen challenges associated with the use of certain new products purchased from the Company in 2018. The products purchased by these entities in 2018 were still under development at the time and the Company felt it appropriate to compensate these early purchasers for working with a new product. In April 2019, the Company entered into a manufacturing agreement with one of its Series B Preferred Stockholders (Stockholder D), and the Company has one product that is currently being manufactured by Stockholder D. As of December 31, 2020 and December 31, 2019, the Company had $6.3 million and $2.7 million, respectively, of payable and accrued purchases and $15.0 million and $24.9 million, respectively, of outstanding purchase commitments for products with this stockholder. The Company procures equipment, materials and components for Stockholder D to build the product and had $1.5 million and $2.7 million, respectively, of receivables from this stockholder which was included in other current assets as of December 31, 2020 and December 31, 2019. During 2020, the Company also loaned to Stockholder D manufacturing equipment with a net book value of $0.4 million as of December 31, 2020, which was included in the Company’s balance sheet within property, plant and equipment, net. On September 29, 2020, in connection with the Business Combination, the Company repurchased 175,744 shares of common stock (post-conversion) from certain holders of pre-combination Velodyne’s common stock, who are family members of one of the Company’s officers. The Company currently rents its corporate headquarters facility in San Jose, California from a company owned by one of its officers. The lease was executed in January 2017 and expires in December 2027, as amended. As of December 31, 2020, future minimum lease payments totaled $24.3 million related to this facility. Rent expense under this lease was $3.3 million, $3.1 million and $3.0 million, respectively, for 2020, 2019 and 2018. In January 2017 and December 2016, the Company issued two interest-bearing unsecured promissory notes totaling $3.5 million to one of its officers for purposes of financing the acquisition of the above headquarters facility. The loan accrued interest at a rate of 3.15% per annum. As of December 31, 2019, immediately prior to repayment, the aggregate outstanding balance of the loan was approximately $3.6 million, including aggregate accrued and unpaid interest of $0.1 million. The officer made monthly interest-only payments to the Company on the loan beginning in December 2017 and repaid all outstanding principal and interest due under the two promissory notes on December 31, 2019. In August 2016, the Company entered into an agreement with one of its officers and Velodyne Acoustics, LLC (Acoustics), a company formerly owned by the officer. Pursuant to which Acoustics agreed to, among other things, indemnify, defend and hold harmless the pre-combination Velodyne from and against any and all liabilities relating to, arising out of or resulting from certain litigation matters (Litigation Indemnification Agreement). The litigation matters giving rise to the indemnification obligations involved certain employment-related claims of two former employees of Velodyne Acoustics, which was the predecessor of Acoustics. In November 2019, the Company elected not to seek indemnification from Acoustics for the litigation matters under the terms of the Litigation Indemnification Agreement and assumed control and financial responsibility for the litigation matters. By not seeking indemnification from Acoustics, the Company has paid approximately $2.5 million in settlements in connection with the litigation matters and $2.5 million in legal costs as of December 31, 2020, all of which are included in general and administration in the statement of operations. Such payments and costs incurred that were the subject of the Litigation Indemnification Agreement indirectly benefit the officer and controlling shareholder of the Company, the former sole owner of Acoustics. The Company believes that the litigation matters covered by the Litigation Indemnification Agreement are complete and the Company does not expect to incur additional expenses related to these litigation matters. | ||
GRAF INDUSTRIAL CORP. | ||||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 13, 2018, the Sponsor returned to the Company, at no cost, 2,156,250 shares of common stock, which the Company cancelled, resulting in the Sponsor holding 6,468,750 Founder Shares. On October 9, 2018, the Sponsor transferred 25,000 Founder Shares at the same per-share price paid by the Sponsor to each of Keith Abell and Sabrina McKee, two of the Company’s directors (then director-nominees), resulting in the Sponsor holding 6,418,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercised their over-allotment option; thus, an aggregate of 374,622 Founder Shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans Prior to the consummation of the Initial Public Offering, the Sponsor had loaned the Company an aggregate of $130,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”) and James A. Graf had advanced the Company $100 in connection with the initial establishment of a bank account. The Promissory Note and the advance from James A. Graf were non-interest bearing. The Company repaid the Promissory Note and the advances to James A. Graf on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into additional warrants at a price of $0.75 per warrant. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. Administrative Support Agreement The Company entered into an agreement commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to reimburse an affiliate of its Sponsor up to $5,000 per month for office space, utilities and secretarial and administrative support on an at-cost basis to the extent such office space, utilities and support is not contracted with the Company directly. The Company recorded and paid approximately $2,700 and $2,600 in expenses in connection with such agreement on the accompanying unaudited condensed consolidated statements of operations for the three months ended June 30, 2020 and 2019, respectively. The Company recorded and paid approximately $5,300 and $5,200 in expenses in connection with such agreement on the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2020 and 2019, respectively. | Note 5 — Related Party Transactions Founder Shares On June 26, 2018, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On September 13, 2018, the Sponsor returned to the Company, at no cost, 2,156,250 shares of common stock, which the Company cancelled, resulting in the Sponsor holding 6,468,750 Founder Shares. On October 9, 2018, the Sponsor transferred 25,000 Founder Shares at the same per-share price paid by the Sponsor to each of Keith Abell and Sabrina McKee, two of the Company’s directors (then director-nominees), resulting in the Sponsor holding 6,418,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 25, 2018, the underwriters partially exercised their over-allotment option; thus, an aggregate of 374,622 Founder Shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans During the period from June 26, 2018 (inception) through December 31, 2018, the Sponsor had loaned the Company an aggregate of $130,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”) and James A. Graf had advanced the Company $100 in connection with the initial establishment of a bank account. The Promissory Note and the advance from James A. Graf were non-interest bearing. The Company repaid the Promissory Note and the advances to James A. Graf on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants at a price of $0.50 (or $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant . To date, the Company has no borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to reimburse an affiliate of its Sponsor up to $5,000 per month for office space, utilities and secretarial and administrative support on an at-cost basis to the extent such office space, utilities and support is not contracted with the Company directly. The Company recorded and paid approximately $10,000 and $2,000 in expenses in connection with such agreement on the accompanying Statements of Operations for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018, respectively. |
Commitments and Contingencies_9
Commitments and Contingencies | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of March 31, 2021 (in thousands): Years Ending December 31, Purchase Other Contractual 2021 (remaining nine months) $ 31,496 $ 1,465 2022 — 805 2023 — 51 Total $ 31,496 $ 2,321 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non-infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Employment Matters On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01486-SI. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against the Company, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against the Company, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations, controls and prospects and seeks, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between July 2, 2020 and March 17, 2021. The Company believes that the putative class actions are likely to be consolidated and proceed as a single litigation. The Company believes the allegations in the actions are without merit, and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names the Company as a nominal defendant. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21-cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserts claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. Contingency Assessment The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. As of March 31, 2021, the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | Note 15. Commitments and Contingencies Lease Commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through December 2027, including office and manufacturing space in San Jose, California used as its corporate headquarters. The lessor company is owned by one of the Company’s officers. Please see Note 17. Related Party Transactions. The Company also entered into capital leases for purchasing of information technology equipment. As of December 31, 2020, future minimum lease payments under all non-cancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands): Years Ending December 31, Capital Leases Operating 2021 $ 217 $ 4,036 2022 14 3,297 2023 — 3,357 2024 — 3,459 2025 — 3,563 Thereafter — 7,450 Net minimum lease payments 231 $ 25,162 Less amount representing interest (7) Present value of net minimum lease payments 224 Less current portion (210) Long-term obligations as of December 31, 2020 $ 14 Rent expense under operating leases was approximately $4.4 million, $4.3 million and $4.1 million, respectively, for 2020, 2019 and 2018. Purchase and Other Commitments The following table summarizes contractual obligations and commitments as of December 31, 2020 (in thousands): Purchase Other Contractual Years Ending December 31, Commitments Commitments 2021 $ 37,364 $ 1,732 2022 — 706 Total $ 37,364 $ 2,438 Purchase commitments represent outstanding purchase orders or commitments for goods or services with contract manufacturers and vendors that range mostly from one month up to a year . The Company uses several contract manufacturers to manufacture components, subassemblies and products. The Company provides these contract manufacturers with demand information and they use this information to acquire components and build products. Contract manufacturer commitments consist of obligations for on-hand inventories and non-cancelable purchase orders with contract manufactures. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the materials and components purchased by the subcontractors to manufacture the Company’s products. The Company also obtains individual components for its products from a wide variety of individual suppliers. In addition, the Company has other contractual obligations for goods or services associated with its ordinary course of business. Legal Proceedings From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable (except as specifically described below), the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. Quanergy Litigation In September 2016, Quanergy Systems, Inc. (Quanergy) filed a complaint against the Company and one of its customers in the Northern District of California (the District Court litigation), seeking a declaratory judgment of non- infringement of one of the Company’s patents, U.S. Patent No. 7,969,558 (the ‘558 patent) and asserting state and federal trade secret misappropriation claims against the Company and its customer and breach of contract and constructive fraud claims against its customer. In November 2016, Quanergy filed an amended complaint, removing its trade secret misappropriation claims against the Company, dropping its customer from the suit and dropping the related claims of breach and constructive fraud. The amended complaint maintained only the declaratory judgment of non-infringement action against the Company. In December 2016, the Company filed an answer generally denying the allegations and relief requested in Quanergy’s amended complaint. The Company’s answer also included counterclaims against Quanergy asserting direct, indirect, and willful infringement of the ‘558 patent. In January 2017, Quanergy filed an answer generally denying the allegations in the Company’s patent infringement counterclaims and requesting relief. The court held a claim construction hearing on September 13, 2017 and issued a claim construction order on October 4, 2017, which adopted the majority of the Company’s proposed constructions. In June 2018, the district court entered an order granting a joint stipulation to stay the litigation. Quanergy filed two petitions for inter partes review with the U.S. Patent Office’s Patent Trials and Appeal Board (PTAB) in November 2017, challenging all claims of the ‘558 patent that we asserted. The Company filed its Patent Owner Preliminary Response to Quanergy’s petitions on March 7, 2018. The PTAB issued an institution decision on May 25, 2018, instituting review of all challenged claims. The Company subsequently filed its Patent Owner Response and a Contingent Motion to Amend the claims. The PTAB held oral argument on February 27, 2019. On May 23, 2019, the PTAB issued a Final Written Decision upholding the validity of all the challenged claims, finding that Quanergy did not prove by a preponderance of the evidence that any of the challenged claims of the ‘558 patent were unpatentable, and denying the Company’s contingent motion as moot. In June 2019, Quanergy filed a request for rehearing. On July 21, 2020, Quanergy filed a Notice of Appeal, appealing the PTAB decision to the U.S. Court of Appeals for the Federal Circuit. Quanergy’s opening appeal brief was filed on January 22, 2021 . Hesai and RoboSense Litigation On August 13, 2019, the Company filed separate complaints against Hesai Photonics Technology Co., Ltd. (Hesai) (5:19-cv-4742-EJD) and Suteng Innovation Technology Co., Ltd. (RoboSense) (5:19-cv-4746-EJD), in the United States District Court for the Northern District of California. These complaints allege infringement of the ‘558 patent by Hesai and RoboSense, respectively. In both cases, the Company sought, among other relief, a permanent injunction and to be determined monetary damages adequate to compensate us for the alleged infringement. Both cases were stayed pending resolution of the ITC investigation (No. 337-TA-1173). On July 8, 2020, Velodyne filed a Notice of Dismissal with Prejudice of the Hesai case (5:19-cv-4742-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. The Hesai case is now terminated. On September 30, 2020, the Company filed a Notice of Dismissal with Prejudice of the RoboSense case (5:19-cv-4746-EJD) pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. The RoboSense case is now terminated. On August 15, 2019, the Company also filed a patent infringement complaint with the United States International Trade Commission (ITC) against Hesai and RoboSense. The complaint filed with the ITC alleges violations of Section 337 of the Tariff Act of 1930, as amended, by both Hesai and RoboSense and requests that the ITC investigate Hesai and RoboSense for unlawfully importing and selling products that infringe upon the ‘558 patent. On August 28, 2019, the Company filed a supplement with the ITC. The Company is asking the ITC to issue permanent limited exclusion orders and permanent cease and desist orders against Hesai and RoboSense to stop the importation and sale of the following products in the United States: (a) rotating 3-D lidar devices; (b) components thereof; and (c) sensing systems containing the same. On September 11, 2019, the Company received notice that the ITC instituted an investigation of Hesai and RoboSense (No. 337-TA-1173). On July 8, 2020, Velodyne and Hesai jointly moved to terminate the ITC investigation with respect to Hesai pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. On July 13, 2020, the ALJ issued Order No. 33, granting the joint motion. Order No. 33 is an Initial Determination that terminates Hesai from the Investigation. On August 4, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to Hesai. As a result, the case against Hesai is now terminated. On September 30, 2020, Velodyne and RoboSense filed a Joint Motion for and Memorandum in Support of Termination of the Investigation based on the Litigation Settlement and Patent Cross License Agreement discussed further below. On October 1, 2020, the ALJ issued Order No. 48 granting the joint motion. Order No. 48 is an Initial Determination that terminates RoboSense from the Investigation. On October 15, 2020, the Commission issued a Notice determining not to review the Initial Determination terminating the investigation as to RoboSense. As a result, the case against RoboSense is now terminated. On November 8, 2019, Velodyne Lidar, Inc., Velodyne Europe GmbH, Gotting KG, and IFTAS GmbH were sued by Hesai for alleged patent infringement before the District Court of Frankfurt, Germany (Docket No. 2-6 O 461/19). Hesai sought money damages and an injunction. On July 8, 2020, Hesai withdrew the case pursuant to the Litigation Settlement and Patent Cross License Agreement discussed further below. This case is now terminated. On April 30, 2020, Hesai filed four cases in the Shanghai Intellectual Property Court against the Company, Beijing Velodyne Laser Technology Co., Ltd (Velodyne Beijing), and Shanghai Keming Instrument Co., Ltd (Keming) (collectively, Defendants). The cases were docketed by the court on May 6, 2020. Hesai asserts that the Defendants infringed three patents registered in the People’s Republic of China. Each case sought an injunction and monetary damages. On July 8, 2020, Hesai withdrew the four China cases pursuant to the Litigation Settlement and Patent Cross License Agreement discussed below. These cases are now terminated. On June 24, 2020, the Company entered into a Litigation Settlement and Patent Cross-License Agreement with Hesai to resolve all of the disputes between the parties, as described above, and agreed on the terms of a patent cross-license and releases of liability. Under the terms of the settlement, Hesai agreed to make a one-time payment to compensate the Company for Hesai’s past use of the Company’s technologies, will make annual fixed royalty payments through 2022, and thereafter, will make product sales royalty payments through February 2030. The parties also agreed to terminate all of the matters related to Hesai described above. On September 21, 2020, Velodyne entered into a Litigation Settlement and Patent Cross-License Agreement with RoboSense to resolve all of the disputes between Velodyne and RoboSense, as described above, and agreed on the terms of a patent cross-license and releases of liability. The parties also agreed to terminate all of the litigation matters between Velodyne and RoboSense described above. Employment Matters On April 3, 2020, a former employee filed a class action lawsuit in the United States District Court for the Northern District of California. The complaint alleges that the Company violated the federal Worker Adjustment and Retraining Notification Act, or WARN Act, and California WARN Act in connection with its termination of the employment of the plaintiff and other similarly situated employees. The plaintiff seeks to certify the action as a class action and seeks various other remedies on behalf of himself and others, including unpaid wages, salaries, commissions, bonuses and other compensation and benefits that would have accrued during the following 60 days. The parties have reached an agreement to resolve the case and the plaintiff filed a voluntary dismissal of the case on June 29, 2020 in accordance with the terms of the settlement. This case is now terminated. On June 8, 2020, a former employee filed a class action lawsuit in the Santa Clara County Superior Court of the State of California. The complaint alleges that, among other things, the Company failed to pay minimum and overtime wages, final wages at termination, and other claims based on meal periods and rest breaks. The plaintiff is bringing this lawsuit on behalf of herself and other similarly situated plaintiffs who have not been identified and is seeking to certify the action as a class action. The plaintiff has now filed a First Amended Complaint that adds a claim pursuant to California’s Private Attorneys General Act. The First Amended Complaint does not specify the amount the plaintiff seeks to recover. Velodyne’s response to the First Amended Complaint was filed on November 16, 2020 and the parties are in the process of beginning discovery concerning class certification issues. The Court has scheduled a Case Management Conference for May 26, 2021 . Business Combination On August 4, 2020, a purported shareholder of Graf commenced a putative class action against Graf and its directors in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that the Board members, aided and abetted by Graf, breached their fiduciary duties by entering into the Merger Agreement with Velodyne. The Plaintiff alleges that the Merger Agreement undervalues Graf, was the result of an improper process and that Graf’s disclosure concerning the proposed Merger is inadequate. As a result of these alleged breaches of fiduciary duty, the Plaintiff seeks, among other things, an award of rescissory damages. The Company believes the claim is without merit and intends to defend itself vigorously. Securities Litigation Matters On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, Case No. 21-cv-01486. The complaint alleges purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects. The complaint alleges that purported class members have suffered losses. The complaint seeks, among other things, an award of compensatory damages. The Company believes the claim is without merit and intend to defend ourselves vigorously. On March 12, 2021, Robert Reese, a purported shareholder of the Company, filed a putative class action lawsuit entitled Reese v. Velodyne Lidar, Inc et al. Moradpour v. Velodyne Lidar, Inc On March 12, 2021, a shareholder derivative lawsuit was filed by Peter D’Arcy against current and former Velodyne Board members and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and against Velodyne Lidar, Inc. as a nominal defendant. The case, filed in the United States District Court for the District of Delaware, asserts claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserts a contribution claim against Gopalan and Hamer. The allegations center on recent public statements and securities filings made by Velodyne, beginning with the company’s November 9, 2020 Form 10-Q and continuing through the Form 8-K filed on March 4, 2021, and on recent public statements and securities filings made by David Hall and Marta Thoma Hall. On March 16, 2021, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by purported shareholders David Kondner and Brandon Jordan against the same defendants as named in D’Arcy’s complaint. The complaint by Kondner and Jordan makes similar allegations as those in D’Arcy’s complaint and seeks damages purportedly on behalf of the Company for alleged breaches of fiduciary duty and waste of corporate assets by the defendants. Velodyne intends to retain counsel and vigorously contest the allegations in both actions. Accruals for Loss Contingencies The Company records accruals for outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. During 2020, the Company had accrued and paid $2.4 million for loss contingencies in connection with the settlement of certain employment related legal proceedings. As of December 31, 2020 the Company has not recorded any significant accrual for loss contingencies associated with such legal claims or litigation discussed above. | ||
GRAF INDUSTRIAL CORP. | ||||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised this option on October 25, 2018 to purchase 1,876,512 additional Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or approximately $4.88 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital and Oppenheimer & Co. Inc. as advisors in connection with the Business Combination. The Company will pay EarlyBirdCapital and Oppenheimer & Co. Inc. for such services upon the consummation of the Business Combination (i) a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) an amount equal to up to 40% of which may, in the Company’s discretion, be allocated by the Company to other FINRA members, plus (ii) 150,000 shares of common stock to be issued to EarlyBirdCapital and/or its designees. EarlyBirdCapital and/or its designees will be entitled to registration rights requiring the Company to register such shares for resale. The Company has agreed to use its best efforts to effect such registration in connection with the consummation of the Business Combination or, if not then reasonably practicable, to use the Company’s best efforts to file a registration statement covering such shares within 15 days of the closing of the Business Combination. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. This fee is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of June 30, 2020. | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised this option on October 25, 2018 to purchase 1,876,512 additional Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or approximately $4.88 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital and Oppenheimer & Co. Inc. as advisors in connection with the Business Combination. The Company will pay EarlyBirdCapital and Oppenheimer & Co. Inc. for such services upon the consummation of the Business Combination (i) a cash fee in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable) an amount equal to up to 40% of which may, in the Company’s discretion, be allocated by the Company to other FINRA members, plus (ii) 150,000 shares of common stock to be issued to EarlyBirdCapital and/or its designees. EarlyBirdCapital and/or its designees will be entitled to registration rights requiring the Company to register such shares for resale. The Company has agreed to use its best efforts to effect such registration in connection with the consummation of the Business Combination or, if not then reasonably practicable, to use the Company’s best efforts to file a registration statement covering such shares within 15 days of the closing of the Business Combination. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. This fee is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of December 31, 2019. |
Warrant Liability_2
Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Warrant Liability | Note 7 — Warrant Liability The Company previously had outstanding warrants to purchase an aggregate of 19,263,558 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to the potential of there being adjustments to the settlement amount of such warrants due to the Warrant Adjustment Provision. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. As a result, the shares of common stock underlying the Company’s warrants increased by 9,631,779 shares, totaling 28,895,338. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants are redeemable by the Company on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company utilizes a binomial Monte-Carlo options pricing model to value the warrants at each reporting period, with changes in fair value recognized in the unaudited condensed consolidated statements of operations. The Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $2.8 million on the accompanying unaudited condensed consolidated statements of operations, resulting in warrant liabilities of $35,302,760 as of January 18, 2020 when the Warrant Adjustment Provision came into effect. The warrant liabilities, after being remeasured, was reclassified to additional paid-in capital within stockholders’ equity. The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 Change in fair value of warrant liabilities 2,800,110 Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision (35,302,760) Warrant liabilities at January 18, 2020 $ — The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of January 18, 2020 and December 31, 2019: As of December 31, As of January 18, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.19 $ 10.11 Volatility 60 % 60 % Probability of completing a Business Combination 87 % 87 % Expected life of the options to convert 4.97 4.92 Risk-free rate 1.69 % 1.63 % Dividend yield 0.0 % 0.0 % Discount for lack of marketability (1) 10.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. | Note 7 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 19,263,558 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). The Private Placement Warrants and the Public Warrants were classified as a liability at issuance due to the potential of there being adjustments to the settlement amount of such warrants due to the Warrant Adjustment Provision. As of December 31, 2019, the Company’s management deemed that it was highly probable that the Warrant Adjustment Provision would come into effect. The shares of common stock underlying the Company’s warrants increased by 9,631,779 shares on January 18, 2020, totaling 28,895,338. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; and ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants are redeemable by the Company on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company utilizes a binomial Monte-Carlo options pricing model to value the warrants at each reporting period, with changes in fair value recognized in the Statements of Operations. As such, the Company recorded $18,584,922 of warrant liabilities upon issuance as of October 18, 2018. For the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018, the Company recorded a change in the fair value of the warrant liabilities in the amount of approximately $17.4 million and $3.4 million on the Statements of Operations, resulting in warrant liabilities of $32,502,650 and $15,136,749 as of December 31, 2019 and 2018 on the balance sheets, respectively. The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at June 26, 2018 (inception) $ — Issuance of Public and Private Warrants 18,584,922 Change in fair value of warrant liabilities (3,448,173) Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019, and 2018 and at issuance: As of As of At issuance December 31, 2018 December 31, 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.60 $ 10.19 Volatility 50.0 % 60 % 60 % Probability of completing a Business Combination 87.8 % 86 % 87 % Expected life of the options to convert 6.17 5.97 4.97 Risk-free rate 3.11 % 2.55 % 1.69 % Dividend yield 0.0 % 0.0 % 0.0 % Discount for lack of marketability(1) 15.0 % 15.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. |
Fair Value Measurements_2
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy: June 30, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — December 31, 2019 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — Warrant Liabilities $ — $ — $ 32,502,650 | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2019 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Warrant liabilities $ — $ — $ 32,502,650 December 31, 2018 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 244,890,301 $ — $ — Warrant liabilities $ — $ — $ 15,136,749 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. |
Stockholders' Equity_2_3_4
Stockholders' Equity | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | Note 9. Stockholders’ Equity Common Stock As of March 31, 2021, the Company had 189,684,580 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of March 31, 2021: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 53.7 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 13.1 % Public stockholders 53,489,070 28.1 % Graf Founder shares 2,575,000 1.4 % PIPE shares 200,000 0.1 % Common shares issued under employee stock award plans 6,798,504 3.6 % Total common stock issued and outstanding as of March 31, 2021 189,684,580 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants Upon the closing of the Business Combination, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $18.00 per share, subject to adjustments, for any 20 -trading days within a 30 -trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. The following summarizes the Company’s common stock issuance related to the warrant exercises: March 31, 2021 December 31, 2020 Warrants outstanding upon Closing 24,876,512 24,876,512 Warrants exercised to date 18,897,070 9,598,538 Warrants outstanding 5,979,442 15,277,974 Aggregated common shares issuable upon exercise of warrants 18,657,384 18,657,384 Common shares issued upon exercise of warrants 14,172,780 7,198,898 Remaining common shares issuable upon exercise of warrants 4,484,604 11,458,486 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) issued a statement regarding accounting and reporting considerations for warrants issued by SPACs. In light of the issues raised by the SEC, the Company re-evaluated its accounting position for the warrants and concluded that certain warrants should have been classified as a liability measured at fair value for the 30-day period from September 29, 2020 to October 29, 2020. Accounting for these warrants as a liability instead of equity would have reduced non-operating expense and net loss by $1.6 million for the year ended December 31, 2020. Additionally, a corresponding $1.6 million adjustment would have been made to reduce its accumulated deficit with an offsetting adjustment to additional paid in capital in its equity accounts at December 31, 2020. Accounting for these warrants as a liability instead of equity would not have any effect on Velodyne’s previously reported revenues, assets, liabilities, total equity, or cash flows for the year ended December 31, 2020. Velodyne has concluded the effects of accounting for the warrants as a liability instead of equity were immaterial to the previously issued financial statements. The Company has made an immaterial adjustment to its equity accounts for the effects of the accounting for the warrants in its condensed consolidated statement of stockholders’ equity and balance sheet at March 31, 2021 by decreasing its accumulated deficit by $1.6 million with an offsetting decrease to its additional paid in capital. Dividends The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | Note 9. Stockholders’ Equity Common Stock On September 30, 2020, Velodyne Lidar’s common stock and warrants began trading on the Nasdaq Global Select Market under the symbol “VLDR” and “VLDRW,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 2,250,000,000 shares of common stock; (ii) 25,000,000 shares of preferred stock. Immediately following the Business Combination, there were 168,713,296 shares of common stock with a par value of $0.0001, and 24,876,512 warrants outstanding. As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to September 29, 2020 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Prior to the Closing, Velodyne Lidar had shares of no par value Series A, Series B and Series B-1 preferred stock outstanding, all of which were convertible into shares of common stock of the pre-combination Velodyne on a 1:1 basis, subject to certain anti-dilution protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 1:2.9786, 1:3.5465 and 1:3.5465, respectively, the exchange rates established in the Merger Agreement. The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: September 29, 2020 (Closing Date) Preferred Stock Conversion Ratio Common Stock Series A Convertible Preferred Stock (pre-combination) 8,772,852 2.9786 26,130,888 Series B Convertible Preferred Stock (pre-combination) 1,375,440 3.5465 4,878,048 Series B-1 Convertible Preferred Stock (pre-combination) 1,925,616 3.5465 6,829,267 Total 12,073,908 37,838,203 In conjunction with the Business Combination, Graf obtained commitments from certain PIPE Investors to purchase shares of Graf Class A common stock, which were automatically converted into 15,000,000 shares of Graf’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one basis upon the closing of the Business Combination. As of December 31, 2020, the Company had 175,912,194 shares of common stock outstanding, which excludes 4,183,624 restricted stock award (RSA) shares issued and outstanding that are subject to certain lock-up and forfeiture arrangements. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Converted pre-combination Velodyne common stock outstanding, net of shares repurchased as part of the tender offer 101,849,247 57.9 % Converted pre-combination Velodyne preferred stock outstanding 24,772,759 14.1 % Public stockholders 44,260,188 25.1 % Graf Founder shares 2,575,000 1.5 % PIPE shares 2,455,000 1.4 % Total common stock issued and outstanding as of December 31, 2020 175,912,194 100.0 % Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2020, no shares of preferred stock were issued and outstanding Warrants Upon the Closing, there were 24,876,512 outstanding warrants to purchase shares of the Company’s common stock that were issued by Graf prior to the Business Combination. Each whole warrant entitles the holder to purchase three-quarters of one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination. The Company may redeem the outstanding warrants in whole and not in part at a price of In connection with the Business Combination, on October 19, 2020, the Company registered the issuance of an aggregate of up to 18,657,384 shares of its common stock that are issuable upon the exercise of its warrants including up to 375,000 shares of its common stock issuable upon exercise of its working capital warrants issued to Graf LLC. The exercise price of the warrants is $11.50 per share. There were 9,598,538 warrants exercised and 7,198,898 shares of common stocks issued under warrant exercises as of December 31, 2020. Subsequently, there were additional 9,298,456 warrants exercised and 6,973,826 shares of common stocks issued under warrant exercises as of March 10, 2021. The Company received $73.7 million in net proceeds from the exercises of warrants in 2020 and received an additional $162.9 million in net proceeds from the exercises of warrants in 2021 as of March 31, 2021. Dividend The Company has not paid any cash dividends on the common stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. | ||
GRAF INDUSTRIAL CORP. | ||||
Stockholders' Equity | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — and 2018, there were 30,470,640 shares of common stock issued or outstanding, including an aggregate of 21,182,947 and 22,576,796 shares of common stock classified outside of subject to possible redemption, respectively. |
Income Taxes_2_3
Income Taxes | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | Note 14. Income Taxes The following table summarizes the Company's loss before income taxes and provision for (benefit from) income taxes (in thousands): Three Months Ended March 31, 2021 2020 Loss before income taxes $ (40,521) $ (30,062) Provision for (benefit from) income taxes 296 (6,677) Effective tax rate (0.7) % 22.2 % The quarterly income tax provision reflects an estimate of the corresponding year’s annual effective tax rate and includes, when applicable, adjustments for discrete items. The tax provision for the periods presented primarily relates to income taxes of non-U.S. operations as the U.S. operations were in a loss position and the Company maintains a full valuation allowance against its U.S. deferred tax assets. The Company is subject to income taxes in the United States, China and Germany. The Company’s effective tax rate changed from 22.2% in the three months ended March 31, 2020 to (0.7)% in the three months ended March 31, 2021. This change was primarily due to the $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. Enacted on March 27, 2020, the CARES Act provides emergency assistance and health care response for businesses affected by the coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In May 2020, the Company received a $7.1 million tax refund related to the carryback of a portion of its 2019 net operating losses to 2017. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. | Note 14. Income Taxes Loss before income taxes consisted of the followings (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (154,290) $ (68,645) $ (56,631) Foreign 342 736 959 Loss before income taxes $ (153,948) $ (67,909) $ (55,672) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 Enacted on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides emergency assistance and health care response for businesses affected by the 2020 coronavirus pandemic. The CARES Act, among other things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Additionally, the CARES Act allows net operating losses incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In April 2020, we filed a claim to carryback a portion of our 2019 net operating losses to 2017 and received a $7.1 million tax refund in May 2020. The Company recorded a $6.7 million tax benefit related to the release of a valuation allowance associated with carrying back a portion of our 2019 net operating losses to 2017 that is allowed by the CARES Act. The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % The Company’s effective tax rates differ from the federal statutory rate primarily due to state taxes, research and development credits, valuation allowance, tax impact related to the 2019 CARES Act, and other permanent adjustments. The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) Income taxes are accounted for using an asset-and-liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. If applicable, a valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. Further, the Company establishes liabilities or reduces assets for uncertain tax positions when it believes certain tax positions are not more likely than not of being sustained if challenged. Revaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation, and new audit activity. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, The Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the cumulative historical losses generated by the Company and the projected losses in the future, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a net valuation allowance on its deferred tax assets of $75.6 million and $41.5 million as of December 31, 2020 and December 31, 2019, respectively. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2020, the Company had $173.5 million of U.S. federal and $105.5 million of state net operating loss carryforwards available to reduce future taxable income, which will be carried forward indefinitely for U.S. federal tax purposes and will expire beginning in 2028 through 2040 for state tax purposes. The Company also has federal and California research and development tax credit carryforwards of $9.5 million and $5.8 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely. The Company also has federal foreign tax credit carryforwards of $3.5 million that will expire beginning in 2029. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company accrued immaterial interest on uncertain tax benefits associated with unrecognized tax benefits, and had immaterial cumulative interest and penalties as of December 31, 2020 and December 31, 2019. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits as of the beginning of the year $ 4,188 $ 2,824 $ 1,763 Increases related to prior year tax provisions 400 308 78 Decrease related to prior year tax provisions — — (216) Increase related to current year tax provisions 1,240 1,282 1,199 Statute lapse (43) (226) — Unrecognized tax benefits as of the end of the year $ 5,785 $ 4,188 $ 2,824 The unrecognized tax benefits, if recognized, would impact the income tax provision by $0.5 million, $1.3 million, and $1.6 million as of December 31, 2020, 2019 and 2018, respectively. The remaining unrecognized tax benefits would not impact the income tax provision as there would be an offset by the reversal of related deferred tax assets subject to a full valuation allowance. The Company’s major tax jurisdictions are the United States and California and the earliest year open for examination is the 2016 tax year. The Company’s 2017 and 2018 tax years are currently under IRS examination. The Company believes that an adequate provision has been made for any adjustments that may result from the tax examination. Although the timing of the resolution, settlement, and closure of the audit is not certain, the Company does not believe it is reasonably possible that the Company’s unrecognized tax benefits will materially change in the next 12 months. | |
GRAF INDUSTRIAL CORP. | |||
Income Taxes | Note 10 — Income Taxes The income tax provision consists of the following: For the period from June 26, For the Year 2018 (inception) Ended through December 31, 2019 December 31, 2018 Federal $ 1,079,282 $ 214,655 State — — Deferred Federal 129,196 37,594 State — — Valuation allowance (129,196) (37,594) Income tax provision $ 1,079,282 $ 214,655 The Company’s net deferred tax assets are as follows: December 31, 2019 2018 Start Up/Organization Costs $ 166,790 $ 37,594 Total deferred tax assets 166,790 37,594 Valuation allowance (166,790) (37,594) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018, the valuation allowance was approximately $167,000 $38,000 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % Meals & entertainment (0.0) % 0.0 % Change in fair value of warrant liabilities (28.4) % (16.9) % Change in Valuation Allowance (1.0) % 0.9 % Income Taxes Provision (Benefit) (8.4) % 5.0 % |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Subsequent Events | Note 10 — Subsequent Events As more fully described in Note 1 above, on July 2, 2020, the Company entered into a definitive agreement for a business combination with Velodyne Lidar, Inc. and on July 23, 2020, the Company filed the Second Extension Amendment to further extend the date by which the Company has to consummate a business combination from July 31, 2020 to October 31, 2020. In connection with the Second Extension, an aggregate 1,105 shares of our common stock was redeemed, and approximately $11,000 was withdrawn out of the trust account to pay for such redemption leaving approximately $117.1 million remaining in our trust account to consummate a business combination. On August 5, 2020, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of its initial business combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) October 31, 2020 and (ii) the effective date of its initial business combination (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note into warrants to purchase shares of Company common stock, at a conversion price of $0.75 per warrant, with each warrant entitling the holder to purchase three -fourths (3/4) of one share of common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the financial statements.s | Note 11 — Subsequent Events On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability. As a result, the shares of common stock underlying the Company’s warrants increased by 9,631,779 shares, totaling 28,895,338. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP) for interim financial information. All intercompany transactions and balances have been eliminated in consolidation. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for the fair presentation of the company’s financial position, results of operations, comprehensive loss, cash flows and stockholders’ equity for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its amended Annual Report on Form 10-K for 2020. The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Velodyne was determined to be the accounting acquirer under Financial Accounting Standards Board (FASB)’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of the pre-combination Velodyne hold the majority of voting rights in the Company; ● the board of directors of the pre-combination Velodyne represent majority of the board of directors of the Company; ● the senior management of the pre-combination Velodyne became the senior management of the Company; and ● the operations of the pre-combination Velodyne comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of the pre-combination Velodyne was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Velodyne was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Velodyne. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated in shares reflecting the exchange ratio, and the carrying amounts of preferred stock are based on the fair value of its redemption amount on each reporting date. All preferred stock was converted into shares of the Company’s common stock on the Closing Date. Refer to Note 9, Stockholders’ Equity, and Note 11, Net Loss Per Share, for further discussion of the recapitalization and share adjustments. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Going Concern | Going Concern As of June 30, 2020, the Company had approximately $383,000 outside of the Trust Account, approximately $2.7 million of investment income available in the Trust Account to pay for franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), and a working capital deficit of approximately $96,000 (excluding tax obligations). Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, $130,100 in loans and advances from the Sponsor and officer, the net proceeds from the consummation of the Private Placement not held in the Trust Account, and investment income released from Trust Account of approximately $1.6 million since inception for tax obligations. The Company repaid the loans and the advances to the Sponsor and officer in full on October 18, 2018. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans (as defined in Note 5) to the Company. To date, the Company has no borrowings under the Working Capital Loans; however, we expect that our sponsor will loan us funds for payment of items related to the Proposed Business Combination, such as the HSR Act review fee, as described above. On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 31, 2020. | |||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include standalone selling price (SSP) for each distinct performance obligation in its customer contracts, total estimated future patents and their corresponding estimated development costs, total estimated costs and related progress towards complete satisfaction of performance obligation in certain services arrangements, allowances for doubtful accounts, inventory reserves, warranty reserves, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property, plant, and equipment and intangible assets, income tax uncertainties, and other loss contingencies. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. | ||
Net Income (Loss) Per Common Share | Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. | |||
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |||
Concentration of Credit Risk | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: March 31, December 31, 2021 2020 Number of customers accounted for 10% or more of accounts receivable 2 3 Number of vendors accounted for 10% or more of accounts payable 2 3 Two customers accounted for 45% and 47%, respectively, of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. One vendor accounted for 32% and 34%, respectively, of accounts payable as of March 31, 2021 and December 31, 2020. | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, and short-term investments with high-quality financial institutes with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company’s accounts receivable are derived from customers located both inside and outside the U.S. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company does not require collateral. The Company’s concentration of risk related to accounts receivable and accounts payable was as follows: December 31, 2020 2019 Number of customers accounted for 10% or more of accounts receivable 3 3 Number of vendors accounted for 10% or more of accounts payable 3 2 Two customers accounted for 47% of the Company’s accounts receivable as of December 31, 2020. One vendor accounted for 34% and 36% of accounts payable as of December 31, 2020 and December 31, 2019. | ||
Fair Value of Financial Instruments | The Company categorizes assets and liabilities recorded at fair value on the consolidated balance sheet based on the level of judgment associated with inputs used to measure their fair value. For assets and liabilities measured at fair value, fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. The three levels of inputs that may be used to measure fair value are: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or quoted prices in less active market. All significant inputs used in the valuations are observable or can be directly or indirectly through market corroboration, for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs are based on assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company monitors and review the inputs to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. | |||
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Among its provisions, this standard requires lessees to recognize right-of-use (ROU) assets and lease liabilities on the balance sheets for operating leases, and also requires additional qualitative and quantitative disclosures about lease arrangements. The Company adopted the new standard in the first quarter of 2021 using the modified retrospective method, under which the Company applies Topic 842 to existing and new leases as of January 1, 2021, but prior periods are not restated and continue to be reported under Topic 840 guidance in effect during those periods. Upon adoption, the Company recorded net ROU assets of $19.4 million and lease liabilities of $20.4 million and there were no cumulative effect adjustments as of January 1, 2021. The standard did not have a material effect on the Company’s condensed consolidated statements of operations and the condensed consolidated statement of cash flows. See Note 6. “Leases” for further information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on our consolidated financial statements. | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement average of significant unobservable inputs used to develop Level 3 measurements. The Company adopted the new standard effective January 1, 2020, and there was no material impact on its consolidated financial statements. | ||
GRAF INDUSTRIAL CORP. | ||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 17,549,365 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at June 30, 2020 and December 31, 2019, 11,202,651 and 21,182,947 Public Shares were classified outside of permanent equity, respectively. | Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 24,376,512 Public Shares may be redeemed under certain circumstances. Redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity, excluding ordinary liquidation events, which involve the redemption and liquidation of all of the company’s equity instruments. Although the Company did not specify a maximum redemption threshold, the Second Amended and Restated Certificate of Incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2019 and 2018, 21,182,947 and 22,576,796 Public Shares were classified outside of permanent equity, respectively. | ||
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the “Public Warrants”) and Private Placement to purchase an aggregate of 28,895,338 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares for three months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $73,000 and approximately $1.5 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $55,000 and approximately $369,000, resulting in a total of approximately $18,000 and approximately $1.1 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the three months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $418,000 and net income of approximately $355,000, respectively, less income attributable to Public Shares of approximately $18,000 and approximately $1.1 million, resulted to a net loss of approximately $436,000 and approximately $747,000, respectively, by the weighted average number of Founder Shares outstanding for the periods. Net income per share, basic and diluted for Public Shares for six months ended June 30, 2020 and 2019 are calculated by dividing the investment income earned on the Trust Account of approximately $846,000 and approximately $2.9 million, net of applicable taxes and funds available to be withdrawn from the Trust Account of approximately $257,000 and approximately $612,000, resulting in a total of approximately $589,000 and approximately $2.3 million, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the six months ended June 30, 2020 and 2019 are calculated by dividing the net loss of approximately $3.0 million and approximately $1.4 million, respectively, less income attributable to Public Shares of approximately $589,000 and approximately $2.3 million, resulted to a net loss of approximately $3.6 million and approximately $3.7 million, respectively, by the weighted average number of Founder Shares outstanding for the periods. | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) (the "Public Warrants") and Private Placement to purchase an aggregate of 19,263,558 shares of the Company’s common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of loss per share for common stock subject to redemption in a manner similar to the two class method of income per share. Net income per share, basic and diluted for Public Shares for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the investment income earned on the Trust Account of $5,239,790 and $1,125,181, respectively, net of applicable taxes and funds available to be withdrawn from the Trust Account of $1,179,632 and $317,669, resulting in a total of $4,060,158 and $807,512, respectively, by the weighted average number of Public Shares outstanding for the periods. Net loss per share, basic and diluted for Founder Shares (as defined in Note 5) for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018 are calculated by dividing the net income, less income attributable to Public Shares, respectively, by the weighted average number of Founder Shares outstanding for the periods. The net income, less income attributable to Public Shares, are calculated by adding the change in fair value of the warrant liability of $17,365,901 and $3,448,173, respectively and general and administration expenses of $717,537 and $282,893 , respectively, less franchise tax expenses of $100,350 and $103,013, respectively which resulted in a net loss of $17,983,088 and a net income of $3,268,294, respectively for the year ended December 31, 2019 and for the period from June 26, 2018 (inception) through December 31, 2018. | ||
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or materisal deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities. | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2020 and December 31, 2019, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019 and 2018, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. | ||
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020) under the Warrant Adjustment Provision (Note 7), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. On January 18, 2020, the Warrant Adjustment Provision came into effect, and the warrants were no longer classified as a liability and were reclassified to equity. | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until 15 months from the closing of the Initial Public Offering (or January 18, 2020), and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrant liability is a Level 3 measurement and is estimated using a binomial Monte-Carlo options pricing model, at each measurement date. | ||
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Warrant Liability (Tables)_2
Warrant Liability (Tables) - GRAF INDUSTRIAL CORP. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of change in fair value warrant liabilities | The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 Change in fair value of warrant liabilities 2,800,110 Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision (35,302,760) Warrant liabilities at January 18, 2020 $ — | The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities at June 26, 2018 (inception) $ — Issuance of Public and Private Warrants 18,584,922 Change in fair value of warrant liabilities (3,448,173) Warrant liabilities at December 31, 2018 $ 15,136,749 Change in fair value of warrant liabilities 17,365,901 Warrant liabilities at December 31, 2019 $ 32,502,650 |
Schedule of quantitative information regarding Level 3 fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements as of January 18, 2020 and December 31, 2019: As of December 31, As of January 18, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.19 $ 10.11 Volatility 60 % 60 % Probability of completing a Business Combination 87 % 87 % Expected life of the options to convert 4.97 4.92 Risk-free rate 1.69 % 1.63 % Dividend yield 0.0 % 0.0 % Discount for lack of marketability (1) 10.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. | The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019, and 2018 and at issuance: As of As of At issuance December 31, 2018 December 31, 2019 Exercise price $ 11.50 $ 11.50 $ 11.50 Unit price $ 10.00 $ 9.60 $ 10.19 Volatility 50.0 % 60 % 60 % Probability of completing a Business Combination 87.8 % 86 % 87 % Expected life of the options to convert 6.17 5.97 4.97 Risk-free rate 3.11 % 2.55 % 1.69 % Dividend yield 0.0 % 0.0 % 0.0 % Discount for lack of marketability(1) 15.0 % 15.0 % 10.0 % (1) The discount for lack of marketability relates only to the Private Placement Warrants. |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||
Schedule of fair value on a recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy: June 30, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — December 31, 2019 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 117,294,619 $ — $ — Warrant Liabilities $ — $ — $ 32,502,650 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2019 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 248,988,147 $ — $ — Warrant liabilities $ — $ — $ 32,502,650 December 31, 2018 Significant Quoted Prices Other Significant in Active Observable Other Markets Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 244,890,301 $ — $ — Warrant liabilities $ — $ — $ 15,136,749 |
Income Taxes (Tables)_2_3
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income tax provision (benefit) consists | Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ (4,124) $ 958 $ 8 State (20) (130) 507 Foreign 56 430 268 Total Current (4,088) 1,258 783 Deferred: Federal 3 (1,942) 3,805 State 1 1 2,040 Foreign — — — Total Deferred 4 (1,941) 5,845 Provision for (benefit from) income taxes $ (4,084) $ (683) $ 6,628 | |
Schedule of Deferred Income Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforward $ 42,698 $ 27,325 Tax credits 13,387 5,099 Deferred revenue 224 4,601 Accruals and reserves 3,449 4,336 Inventories 1,850 2,176 Stock-based compensation 16,179 129 Other 117 52 Total deferred tax assets 77,904 43,718 Deferred tax liabilities: Depreciation and amortization (1,203) (1,820) Prepaids (1,149) (427) Total deferred tax liabilities (2,352) (2,247) Net deferred tax assets before valuation allowance 75,552 41,471 Valuation allowance (75,558) (41,473) Net deferred tax assets (liabilities) $ (6) $ (2) | |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 2018 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 1.3 7.4 Foreign income taxes at rates other than the U.S. rate — (0.4) (0.1) Tax credits 3.0 6.7 4.5 Withholding taxes (1.7) (1.5) — Permanent items (1.4) (0.2) (0.7) Uncertain tax benefits (0.2) (0.2) (0.5) 2019 CARES Act impact 4.3 — — Prior year return to provision adjustments (1.7) (0.1) 0.2 Change in valuation allowance (22.0) (25.7) (43.2) Other (0.1) 0.1 (0.5) Effective tax rate 2.7 % 1.0 % (11.9) % | |
GRAF INDUSTRIAL CORP. | ||
Schedule of income tax provision (benefit) consists | For the period from June 26, For the Year 2018 (inception) Ended through December 31, 2019 December 31, 2018 Federal $ 1,079,282 $ 214,655 State — — Deferred Federal 129,196 37,594 State — — Valuation allowance (129,196) (37,594) Income tax provision $ 1,079,282 $ 214,655 | |
Schedule of Deferred Income Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, 2019 2018 Start Up/Organization Costs $ 166,790 $ 37,594 Total deferred tax assets 166,790 37,594 Valuation allowance (166,790) (37,594) Deferred tax asset, net of allowance $ — $ — | |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2019 2018 Statutory Federal income tax rate 21.0 % 21.0 % Meals & entertainment (0.0) % 0.0 % Change in fair value of warrant liabilities (28.4) % (16.9) % Change in Valuation Allowance (1.0) % 0.9 % Income Taxes Provision (Benefit) (8.4) % 5.0 % |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Sep. 29, 2020 | Jul. 23, 2020 | Jul. 02, 2020 | Apr. 16, 2020 | Jan. 18, 2020 | Oct. 25, 2018 | Oct. 18, 2018 | Jun. 27, 2018 | Jun. 26, 2018 | Dec. 31, 2019 | Oct. 25, 2018 | Oct. 18, 2018 | Jun. 27, 2018 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 05, 2020 |
Cash and Cash Equivalents, at Carrying Value | $ 60,004,000 | $ 60,004,000 | $ 155,205,000 | $ 204,648,000 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Sponsor | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||||||||||||||||||
Private Placement | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 15,000,000 | 15,000,000 | ||||||||||||||||||||
Price per share | $ 10 | $ 10 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 232,255,500 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,880,000 | $ 4,880,000 | ||||||||||||||||||||
Share Price | $ 10.11 | $ 10 | $ 12 | $ 10.19 | $ 10 | $ 12 | $ 12 | $ 9.60 | $ 10.19 | |||||||||||||
Business Acquisition, Description of Acquired Entity | The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within the time provided in the Second Amended and Restated Certificate of Incorporation, subject to applicable law. | The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of its Initial Public Offering or to provide for redemption in connection with a Business Combination and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete a Business Combination within 18 months from the closing of its Initial Public Offering, subject to applicable law | ||||||||||||||||||||
Description Of Business Combination | fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). | fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) | ||||||||||||||||||||
Business Combination Percentage of Voting Interests Description | company owns or acquires 50% or more | acquires 50% or more of the outstanding voting securities of the target | ||||||||||||||||||||
Business Combination Tangible Assets Net | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||
Percentage Of Public Shares To Be Redeemed | 100.00% | 100.00% | ||||||||||||||||||||
Proceeds from Related Party Debt | $ 130,100 | $ 0 | ||||||||||||||||||||
Investment income released from Trust Account | 1,100,000 | $ 440,000 | $ 947,145 | $ 0 | 1,141,945 | |||||||||||||||||
Cash and Cash Equivalents, at Carrying Value | 698,000 | 383,000 | 383,000 | 698,000 | ||||||||||||||||||
Working capital surplus | $ 96,000 | $ 699,000 | ||||||||||||||||||||
Effect Of Incompletion Of Business Combination | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law | ||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 100,000 | $ 100,000 | ||||||||||||||||||||
Period to complete Business Combination | 18 months | |||||||||||||||||||||
Number of shares redeemed | 12,921,275 | |||||||||||||||||||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 132,100,000 | |||||||||||||||||||||
Amount remaining in the Company's Trust Account to consummate a Business Combination | $ 117,100,000 | |||||||||||||||||||||
Gain (Loss) on Sale of Trust Assets to Pay Expenses | $ 2,700,000 | 5,200,000 | ||||||||||||||||||||
Borrowings under the Working Capital Loans | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
GRAF INDUSTRIAL CORP. | Sponsor | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 8,625,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Proceeds from Related Party Debt | 130,100 | $ 130,100 | ||||||||||||||||||||
Investment income released from Trust Account | $ 1,600,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Graf Acquisition Llc | Sponsor Agreement | ||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||
Total trading-day period | 30 days | |||||||||||||||||||||
Founder shares retained | 2,507,000 | |||||||||||||||||||||
Earnout founder shares | 275,000 | |||||||||||||||||||||
Forfeiture of founder shares | 3,519,128 | |||||||||||||||||||||
Stock price level | $ 12 | |||||||||||||||||||||
Number of trading days for stock price level | 30 days | |||||||||||||||||||||
Total number of trading days considered after the merger for stock price level | 150 days | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Trust Account | ||||||||||||||||||||||
Share Price | 10 | 10 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | IPO | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 22,500,000 | 22,500,000 | 24,376,512 | 24,376,512 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 225,000,000 | $ 225,000,000 | ||||||||||||||||||||
Share Price | $ 10 | $ 10 | ||||||||||||||||||||
Underwriting Commissions Incurred | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Over-Allotment Option | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,876,512 | 1,876,512 | 1,876,512 | 1,876,512 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,800,000 | $ 18,800,000 | ||||||||||||||||||||
Underwriting Commissions Incurred | 400,000 | 400,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Private Placement | ||||||||||||||||||||||
Number Of Warrants Issued | 14,150,605 | 14,150,605 | 14,150,605 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||
Proceeds from Issuance of Warrants | $ 7,080,000 | $ 7,080,000 | $ 7,080,000 | |||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 243,800,000 | $ 243,800,000 | ||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||||||||||||||||
Number of shares redeemed | 1,105 | |||||||||||||||||||||
Amount withdrawn from Trust Account to pay for redemption of shares | $ 11,000 | |||||||||||||||||||||
Amount remaining in the Company's Trust Account to consummate a Business Combination | $ 117,100,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Graf Acquisition Llc | Merger Agreement | Velodyne Lidar Inc | Velodyne Equity Shareholders | ||||||||||||||||||||||
Share Price | $ 10.25 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
Shares issuable in respect of vested equity awards | 143,575,763 | |||||||||||||||||||||
Aggregate amount of common stock agreed to exchange in cash | $ 50,000,000 | |||||||||||||||||||||
Additional Shares of Common Stock if all Equity Holders Elect to Receive Shares | 4,878,048 | |||||||||||||||||||||
Expected Percentage of Ownership Interest on Issued and Outstanding Capital | 83.40% | |||||||||||||||||||||
Amount of Cash used to Repurchase Shares | $ 50,000,000 | |||||||||||||||||||||
Additional Shares of Common Stock Entitled to Receive | 2,000,000 | |||||||||||||||||||||
Minimum Closing Trading Price of Common Stock to Receive Shares | $ 15 | |||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||
Total trading-day period | 30 days | |||||||||||||||||||||
Founder shares retained | 2,507,000 | |||||||||||||||||||||
Earnout founder shares | 275,000 | |||||||||||||||||||||
Consideration for forfeiture of founder shares | $ 0 | |||||||||||||||||||||
Common stock held in trust account | $ 200,000,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Common Class A [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Lidar Inc | Velodyne Equity Shareholders | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series A Preferred Stock [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Lidar Inc | Velodyne Equity Shareholders | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series B Preferred Stock [Member] | Graf Acquisition Llc | Merger Agreement | Velodyne Lidar Inc | Velodyne Equity Shareholders | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Series B-1 Preferred Stock | Graf Acquisition Llc | Merger Agreement | Velodyne Lidar Inc | Velodyne Equity Shareholders | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Private Placement | Graf Acquisition Llc | Sponsor Agreement | Institutional Investors Including Sponsor | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 950,000 | |||||||||||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | Private Placement | Graf Acquisition Llc | Subscription Agreement | Institutional Investors Including Sponsor | ||||||||||||||||||||||
Aggregate number of shares agreed to issue or sell | 15,000,000 | |||||||||||||||||||||
Price per share | $ 10 | |||||||||||||||||||||
Aggregate purchase price | $ 150,000,000 | |||||||||||||||||||||
Percentage of ownership on outstanding common stock | 34.30% | |||||||||||||||||||||
Common stock held in trust account | $ 50,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - USD ($) | Jan. 18, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Aggregate purchase shares | 13,461,000 | 10,831,000 | 11,101 | 13,881 | 10,915 | ||||||||
Investment Income, Interest | $ 103,000 | $ 112,000 | $ 152,000 | $ 1,146,000 | $ 630,000 | ||||||||
Deferred Tax Assets, Valuation Allowance | $ 75,558,000 | $ 41,473,000 | |||||||||||
Effective Income Tax Rate Reconciliation, Percent | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) | ||||||||
Unrecognized Tax Benefits | $ 2,824,000 | $ 5,785,000 | $ 4,188,000 | $ 2,824,000 | $ 1,763,000 | ||||||||
GRAF INDUSTRIAL CORP. | |||||||||||||
Aggregate purchase shares | 28,895,338 | 19,263,558 | |||||||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||
Business combination tangible assets net | 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||
Stock Issued During Period, Shares, New Issues | 28,895,338 | ||||||||||||
Number of shares classified outside of permanent equity | 11,202,651 | 21,182,947 | 22,576,796 | ||||||||||
Approximate amount of investment income | 73,000 | $ 1,500,000 | $ 846,000 | $ 2,900,000 | |||||||||
Funds Available For Withdrawn From Trust | 55,000 | 369,000 | 257,000 | 612,000 | $ 1,179,632 | $ 317,669 | |||||||
Investment income on Trust Account, net of taxes and funds available to be withdrawn | 18,000 | 1,100,000 | 589,000 | 2,300,000 | 4,060,158 | 807,512 | |||||||
Franchise tax expense | 103,013 | 100,350 | |||||||||||
Net income (loss) | 418,000 | 355,000 | 3,000,000 | 1,400,000 | 3,268,294 | 17,983,088 | |||||||
Deferred Tax Assets, Valuation Allowance | $ 37,594 | $ 166,790 | $ 37,594 | ||||||||||
Income attributable to Public Shares | 18,000 | 1,100,000 | 589,000 | 2,300,000 | |||||||||
Net loss after adjusting for income attributable to Public Shares | 436,000 | $ 747,000 | 3,600,000 | $ 3,700,000 | |||||||||
Effective Income Tax Rate Reconciliation, Percent | (8.40%) | 5.00% | |||||||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | ||||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | ||||||||||||
GRAF INDUSTRIAL CORP. | Common Stock | |||||||||||||
Stock Issued During Period, Shares, New Issues | 24,376,512 | ||||||||||||
GRAF INDUSTRIAL CORP. | Common Stock | |||||||||||||
Stock Issued During Period, Shares, New Issues | 17,549,365 | 24,376,512 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - GRAF INDUSTRIAL CORP. | Jan. 18, 2020shares | Oct. 25, 2018shares | Oct. 18, 2018shares | Oct. 25, 2018shares | Oct. 18, 2018shares | Jun. 30, 2020USD ($)item$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares |
Stock Issued During Period, Shares, New Issues | 28,895,338 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.5 | 0.5 | |||||
IPO | |||||||
Stock Issued During Period, Shares, New Issues | 22,500,000 | 22,500,000 | 24,376,512 | 24,376,512 | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||
Number of Shares of Common Stock per Unit | $ | $ 1 | $ 1 | |||||
Number of Redeemable Warrants per Unit | item | 1 | 1 | |||||
Over-Allotment Option | |||||||
Stock Issued During Period, Shares, New Issues | 1,876,512 | 1,876,512 | 1,876,512 | 1,876,512 |
Private Placement (Details)_2
Private Placement (Details) - GRAF INDUSTRIAL CORP. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Aggregate price per share | $ 11.50 | $ 11.50 | $ 11.50 |
Private Placement | |||
Number of warrants issued | 14,150,605 | 14,150,605 | 14,150,605 |
Aggregate price per share | $ 0.50 | $ 0.50 | $ 0.50 |
Aggregate purchase price | $ 7,080 | $ 7,080 | $ 7,080 |
Related Party Transactions (D_3
Related Party Transactions (Details) | Jan. 18, 2020$ / sharesshares | Oct. 25, 2018$ / sharesshares | Oct. 09, 2018shares | Sep. 13, 2018shares | Sep. 13, 2018shares | Sep. 10, 2018shares | Jun. 27, 2018USD ($) | Jun. 26, 2018USD ($)$ / sharesshares | Oct. 25, 2018$ / sharesshares | Jun. 27, 2018USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)director$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)director$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares | Sep. 30, 2020shares |
Common Stock, Shares, Outstanding | 137,911,975 | 189,684,580 | 175,912,194 | 168,713,296 | |||||||||||||||
Sponsor | |||||||||||||||||||
Sale of common stock in initial public offering | $ | $ 25,000 | ||||||||||||||||||
GRAF INDUSTRIAL CORP. | |||||||||||||||||||
Sale of common stock in initial public offering (in shares) | 28,895,338 | ||||||||||||||||||
Sale of common stock in initial public offering | $ | $ 232,255,500 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 6,346,714 | 6,346,714 | 7,893,844 | 9,287,693 | |||||||||||||||
Number of directors | director | 2 | 2 | |||||||||||||||||
Number of shares held by sponsor | 6,418,750 | 6,418,750 | |||||||||||||||||
Number of shares subject to forfeiture | 843,750 | 843,750 | 843,750 | ||||||||||||||||
Stock repurchased during period (in shares) | 374,622 | 374,622 | |||||||||||||||||
Stock price | $ / shares | $ 10.11 | $ 10 | $ 12 | $ 10 | $ 12 | $ 12 | $ 9.60 | $ 10.19 | |||||||||||
Working capital loans amount | $ | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.50 | ||||||||||||||||||
Borrowings under the Working Capital Loans | $ | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Conversion price of the debt instrument | $0.75 | $0.75 if the Company has not consummated a Business Combination within 15 months from the closing of the Initial Public Offering) per warrant | |||||||||||||||||
Management fee expense | $ | $ 5,000 | $ 5,000 | |||||||||||||||||
Agreements expenses with related parties | $ | 2,700 | $ 2,600 | 5,300 | $ 5,200 | $ 2,000 | 10,000 | |||||||||||||
GRAF INDUSTRIAL CORP. | Director | |||||||||||||||||||
Number of shares transferred | 25,000 | 25,000 | |||||||||||||||||
Promissory note aggregate values | $ | $ 100 | 100 | $ 100 | ||||||||||||||||
GRAF INDUSTRIAL CORP. | Sponsor | |||||||||||||||||||
Sale of common stock in initial public offering (in shares) | 8,625,000 | 8,625,000 | |||||||||||||||||
Sale of common stock in initial public offering | $ | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||
Number of shares surrendered | 2,156,250 | 2,156,250 | |||||||||||||||||
Common Stock, Shares, Outstanding | 6,468,750 | 6,468,750 | |||||||||||||||||
Ownership percentage | 20.00% | 20.00% | 20.00% | ||||||||||||||||
Promissory note aggregate values | $ | $ 130,000 | $ 130,000 | $ 130,000 |
Commitments and Contingencie_10
Commitments and Contingencies (Details) - GRAF INDUSTRIAL CORP. - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 25, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering, Period of Option | 45 days | 45 days | |
Purchase of Initial Public Offering | 3,375,000 | 3,375,000 | |
Purchase of Initial Public Offering Exercised | 1,876,512 | ||
Cash Underwriting Discount Per Share | $ 0.20 | $ 0.20 | |
Proceeds from Issuance Initial Public Offering | $ 4,880 | $ 4,880 | |
Business Combination Cash Fee Percentage | 3.50% | 3.50% | |
Business Combination Finders Fees Payable Percentage | 40.00% | 40.00% | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 150,000 | 150,000 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
GRAF INDUSTRIAL CORP. | ||||||
Liabilities: | ||||||
Warrant liabilities | $ 0 | $ 575,279 | $ 2,800,110 | $ 3,376,517 | $ (3,448,173) | $ 17,365,901 |
Warrant Liability - Fair Valu_2
Warrant Liability - Fair Value of Warrant Liabilities (Details) - GRAF INDUSTRIAL CORP. - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 18, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Warrant liabilities | $ 32,502,650 | $ 0 | $ 15,136,749 |
Issuance of Public and Private Warrants | 18,584,922 | ||
Change in fair value of warrant liabilities | 2,800,110 | (3,448,173) | 17,365,901 |
Warrant liabilities | $ 0 | $ 15,136,749 | $ 32,502,650 |
Warrant Liability - Quantitat_2
Warrant Liability - Quantitative Information (Details) - GRAF INDUSTRIAL CORP. - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Jan. 18, 2020 | Oct. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Oct. 25, 2018 | Jun. 26, 2018 | |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Stock price | $ 10.11 | $ 10.19 | $ 9.60 | $ 12 | $ 10 | $ 12 | |
Volatility | 60.00% | 60.00% | 60.00% | ||||
Probability of completing a Business Combination | 87.00% | 87.00% | 86.00% | ||||
Expected life of the options to convert | 4 years 11 months 1 day | 4 years 11 months 19 days | 5 years 11 months 19 days | ||||
Risk-free rate | 1.63% | 1.69% | 2.55% | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Discount for lack of marketability | 10.00% | 10.00% | 15.00% | ||||
Warrant | |||||||
Dividend yield | 0.00% | ||||||
Level 3 | Warrant | |||||||
Exercise price | $ 11.50 | ||||||
Stock price | $ 10 | ||||||
Volatility | 50.00% | ||||||
Probability of completing a Business Combination | 87.80% | ||||||
Expected life of the options to convert | 6 years 2 months 1 day | ||||||
Risk-free rate | 3.11% | ||||||
Dividend yield | 0.00% | ||||||
Discount for lack of marketability | 15.00% |
Warrant Liability - Additiona_2
Warrant Liability - Additional Information (Details) - USD ($) | Jan. 18, 2020 | Jan. 18, 2020 | Oct. 18, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 29, 2020 |
Number of shares that may be purchased by warrants (in shares) | 5,979,442 | 15,277,974 | 24,876,512 | 24,876,512 | ||||||||||
GRAF INDUSTRIAL CORP. | ||||||||||||||
Number of shares that may be purchased by warrants (in shares) | 28,895,338 | 28,895,338 | 19,263,558 | 19,263,558 | 19,263,558 | |||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 | 9,631,779 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 232,255,500 | |||||||||||||
Description of Covenants of Notice to Shareholders on Redemption | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds$18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders. | ||||||||||||
Warrant liabilities | $ 0 | $ 575,279 | $ 2,800,110 | $ 3,376,517 | $ (3,448,173) | $ 17,365,901 | ||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||
Reclassification of warrant liabilities to equity upon exercising of the Warrant Adjustment Provision | $ (35,302,760) | |||||||||||||
GRAF INDUSTRIAL CORP. | Warrant | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 18,584,922 | |||||||||||||
Temporary Equity, Redemption Price Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Dividend yield | 0.00% | |||||||||||||
GRAF INDUSTRIAL CORP. | Maximum | ||||||||||||||
Description Of Redemption Period | upon not less than 30 days’ prior written notice of redemption; and | upon not less than 30 days’ prior written notice of redemption; and | ||||||||||||
GRAF INDUSTRIAL CORP. | Subsequent Event | ||||||||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - GRAF INDUSTRIAL CORP. - USD ($) | Jun. 30, 2020 | Jan. 18, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 25, 2018 |
Investments held in Trust Account | $ 117,294,619 | $ 248,988,147 | $ 244,890,301 | ||
Warrant liabilities | 0 | $ 0 | 32,502,650 | 15,136,749 | $ 0 |
Level 1 | |||||
Investments held in Trust Account | 117,294,619 | 117,294,619 | 244,890,301 | ||
Warrant liabilities | 0 | 0 | |||
Level 2 | |||||
Investments held in Trust Account | 0 | 0 | 0 | ||
Warrant liabilities | 0 | 0 | |||
Level 3 | |||||
Investments held in Trust Account | $ 0 | 0 | 0 | ||
Warrant liabilities | $ 32,502,650 | $ 15,136,749 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 2,250,000,000 | 2,250,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 189,684,580 | 175,912,194 | 168,713,296 | 137,911,975 | ||
GRAF INDUSTRIAL CORP. | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 6,346,714 | 9,287,693 | 7,893,844 | |||
Common stock possible redemption | 11,202,651 | 21,182,947 | 22,576,796 | |||
GRAF INDUSTRIAL CORP. | Common Stock | ||||||
Common Stock, Shares, Outstanding | 17,549,365 | 30,470,640 | 30,470,640 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||||||||||||||
Federal | $ (4,124,000) | $ 958,000 | $ 8,000 | ||||||||||||
State | (20,000) | (130,000) | 507,000 | ||||||||||||
Deferred | |||||||||||||||
Federal | 3,000 | (1,942,000) | 3,805,000 | ||||||||||||
State | 1,000 | 1,000 | 2,040,000 | ||||||||||||
Provision for (benefit from) income taxes | $ 296,000 | $ 14,000 | $ 2,562,000 | $ 17,000 | $ (6,677,000) | $ (805,000) | $ 70,000 | $ 27,000 | $ (4,084,000) | (683,000) | $ 6,628,000 | ||||
GRAF INDUSTRIAL CORP. | |||||||||||||||
Current | |||||||||||||||
Federal | $ 214,655 | 1,079,282 | |||||||||||||
State | 0 | 0 | |||||||||||||
Deferred | |||||||||||||||
Federal | 37,594 | 129,196 | |||||||||||||
State | 0 | 0 | |||||||||||||
Valuation allowance | (37,594) | (129,196) | |||||||||||||
Provision for (benefit from) income taxes | $ (4,821) | $ (319,342) | $ (156,571) | $ (611,714) | $ (214,655) | $ (1,079,282) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Total deferred tax assets | $ 77,904,000 | $ 43,718,000 | |
Valuation Allowance | $ (75,558,000) | (41,473,000) | |
GRAF INDUSTRIAL CORP. | |||
Deferred tax assets: | |||
Startup/Organizational Costs | 166,790 | $ 37,594 | |
Total deferred tax assets | 166,790 | 37,594 | |
Valuation Allowance | (166,790) | (37,594) | |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statutory Federal income tax rate | 21.00% | 21.00% | 21.00% | ||
Change in Valuation Allowance | (22.00%) | (25.70%) | (43.20%) | ||
Income Taxes Provision (Benefit) | (0.70%) | 22.20% | 2.70% | 1.00% | (11.90%) |
GRAF INDUSTRIAL CORP. | |||||
Statutory Federal income tax rate | 21.00% | 21.00% | |||
Meals & entertainment | 0.00% | 0.00% | |||
Change in fair value of warrant liabilities | (28.40%) | (16.90%) | |||
Change in Valuation Allowance | (1.00%) | 0.90% | |||
Income Taxes Provision (Benefit) | (8.40%) | 5.00% |
Income Taxes - Additional Inf_2
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Valuation allowance | $ 75,558,000 | $ 41,473,000 | |
GRAF INDUSTRIAL CORP. | |||
Valuation allowance | $ 166,790 | $ 37,594 |
Subsequent Events (Details)_2
Subsequent Events (Details) - GRAF INDUSTRIAL CORP. - shares | Jan. 18, 2020 | Jan. 18, 2020 |
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 | 9,631,779 |
Stock Issued During Period, Shares, New Issues | 28,895,338 | |
Subsequent Event | ||
Stock Issued During Period, Shares, Period Increase (Decrease) | 9,631,779 | |
Stock Issued During Period, Shares, New Issues | 28,895,338 |